iLove you both
by NicDisPerv
Summary: Everyone knew Sam wasn't like most girls, but no one ever knew how much she wasn't. When Freddie discovers her secret, the three friends can only end up one way, together. Sexually explicit. Slash/femslash sort of, gender-bending, threesome. Screddie.
1. Chapter 1

**This is my first posted story. I have avoided any mention of character age or time reference, so imagine them however old you feel comfortable with. It will be sexually explicit. It will also include gender-bending, slash (sort of), femslash (sort of), and threeway sex. Flame away, IDC.**

**1a. A summer mid-afternoon, the Studio**

"If I didn't know any better I'd say someone had been chewing on it," muttered Freddie as he studied the speaker wire, "but even Sam isn't that bad." The girls had been complaining about the sound system in the Studio for about a month, and he had finally managed to free up some time to take a look. He'd been at it almost two hours already. Reaching into his fanny pack repair kit, he snapped out his multi-tool pliers with what he considered to be a cool flick of his wrist. He then started to cut and trim the wire for a better connection. Unfortunately his Pear phone happened to vibrate and distract him at just the wrong moment. His hand slipped and the scissor blade he had been using sunk into the palm of his hand.

"Yeow! Da-!" He sucked air in through clenched teeth, dropping the tool. He then clenched the injured had in the other and waited for the blood to come. It wasn't a long wait. While he didn't think the cut was that deep, he knew there would be a terrible mess soon. While not officially a hemophiliac, he was a very free bleeder.

He rushed from the Studio to the nearest bathroom, Spencer's. The door was shut and there was a slight but decidedly awful odor in the air indicating Spencer was using it. Carly's bathroom was just a short jog at the opposite end of the hall, but it was Carly's bathroom. He couldn't go in there. Looking down, he saw the blood pooling in his hands. In just a second, it would begin to drip on the floor and stain the hall rug. Freddie remembered the rug being special to Carly's dad for some reason. Decision made, he bolted to the available bathroom.

Carly wasn't home, but there were rules for when a boy and a girl were friends (still just friends, damn that bacon speech). And in Freddie's mind, one rule was you stayed out of her room and out of her bathroom, but this was an emergency.

Carly's bathroom had two doors, one to the hall from which Freddie had entered, and one to her room which was closed at the moment. He got to the sink just as the first red droplet fell and hit the white porcelain edge. Using his elbow, he started the cold water flowing. His hands were quickly clean, and he saw he was right in that the cut really wasn't that bad. Freddie shook his head in disgust, annoyed with how easily he bled.

"Nub," he whispered at himself.

As the blood flow finally began to stop, he noticed music playing. It was coming from Carly's room. Freddie's brow furrowed. Carly was in Yakima for the night, helping her grandpa sort junk for a garage sale.

'She must not have turned her clock radio off before she left,' thought Freddie. He shrugged. Nothing he could do. While getting his injury taken care of might have justified use of her bathroom, he would not violate her bedroom. He'd mention the music to Spencer when he saw him.

After shutting the water off and drying his hands, Freddie took out some super glue from his fanny pack repair kit and proceeded to glue his wound shut. It was a trick his EMT cousin had showed him. If his mom saw a bandage and made him tell her how he was hurt, his techie days would be over. The glue trick made the cut almost unnoticeable. He'd just have to be careful around Mom for a day or two.

Satisfied with the first aid job, Freddie quickly cleaned up any mess he had made in and around the sink. He turned to leave and go back to the Studio to finish, but then he heard a harsh but soft gasp;

"Carly!"

It had come from Carly's room. It sounded like Sam, but he had never heard her voice in that particular desperate sort of tone. Was she crying out for help? Sam calling for help?! Sam knew Carly wouldn't be back until tomorrow morning. Could she be hurt so bad she didn't remember that? He needed to make sure Sam was OK. But it was Carly's room, no-man's-land, or at least no-Freddie's-land. And if it was Sam just talking with Carly on the phone or something, she'd probably hurt him for barging in. The best course of action was to go get Spencer, and he started to turn away.

"Freddie!" said in the same tone. Alarms sounded off all though his head. With their history, she must be in some trouble to call his name. And she had called his name, which could be seen as an invitation of sorts. But it wasn't her room to invite him into, it was Carly's. Regardless of how Sam treated him and his rules about girl's rooms, she was a friend, he had to check.

A low moan sounded as Freddie began to open the door inwards. He froze completely at the sight seen through cracked doorway. There lay Sam on Carly's bed. She was naked from the waist up. Her left hand was gripping some cloth and holding it near her face while her right was hidden by the sheets that covered her lower half. The motion of the sheets near where her privates would be pretty much made it obvious what was happening. Freddie had stopped breathing and started to black out from the shock and lack of oxygen.

He finally remembered to breathe and as the blackness receded from the edge of Freddie's vision and his knees steadied a bit, his brain started working again. He knew he should shut the door now, before she saw him and ended his life in the most painful way possible. But his body would not respond to his brain's commands. His body was responding, but in other ways that were not helpful to the situation.

Sam inhaled deeply from the cloth in her hand before letting it fall to the pillow beside her. In the back left corner of his brain Freddie thought, 'So that's where my red trimmed boxers went. Wait. What?!'

With her eyes shut tight, Sam grabbed a fistful of pillow case and pulled it to her face, she inhaled deeply.

"Carly!" she gasped. She dropped the sheet and began caressing her breast.

Freddie gulped and spots started to form in front of his eyes. Again he had to remind himself to breathe.

'Hold it together, Benson, or you are a dead man! If you're caught because you pass out, all your friendships are over and you will be beaten to death!'

'Then shut the damn door, Nub!' he yelled back at himself silently.

'I…I can't! I can't move. I'm frozen!' Well frozen was not the right word. He was feeling extremely warm in various places. The hot, tightness in his jeans and the beads of sweat starting to form under his nose showed how warm he was getting.

Freddie licked at his upper lip, tasting salt, eyes riveted to Sam's glistening and magnificent chest, wondering if it tasted similarly salty. In that back corner of his brain, Freddie now realized why Sam had taken to layering her clothes so much lately. She was trying to hide the impressive developments that had taken place. Still slender Carly was overly sensitive about chest size these days.

Sam's body quaked and her legs spasmed lightly. The movement pulled the bed sheets lower, almost exposing her fully. He imagined he could see the very right corner of that golden triangle of hair that must be there. Freddie leaned into the door jamb, unable to stop watching the most erotic thing he had ever witnessed. Sure he had "accidentally" disabled Netnanny on occasion and mis-clicked a link or ten his mother would ground him forever for. But the scene before him made all pornography meaningless and even silly.

"Freddie, Yes!" Sam moaned loudly and Freddie could not stop the low squeak from leaving his throat at that. Sam did not hear, but the unexpected sound surprised Freddie enough to realize that his hand was now rubbing at the painful hardness in his jeans.

Sam's motions were getting faster and more frantic. Freddie could feel she was about to finish and knew he needed to leave, but he just couldn't. He also knew he would be overcome with shame for spying on her later, but he was too turned on to care.

Sam moaned loudly and her legs shook again, pulling the sheets fully away and exposing her completely.

'Her?!' Freddie stopped rubbing his hardness in utter shock. Sam's hand was not rubbing the beautiful, gold-framed, swollen clitoris he had been imagining. Instead her fist was wrapped around a penis that was just as hard as his had been a second ago.

"Carly! Freddie!" Sam gasped and she began to climax in spurts of clear fluid over her stomach.

Freddie gulped hard. He could feel the sensation of lack of oxygen returning. He was going to pass out, and he would not be able to stop it this time. Steeling himself, he shut the door as quietly as he could and staggered to the Sftudio, where he fell face first into the nearest bean bag chair unconscious.

* * *

**1b. Half an hour later, the Studio**

As the blackness turned gray, Freddie could feel a soft, wetness press to his lips. He heard a moan and thought it sounded like himself. Then the left side of his face exploded with a sharp stinging pain. The yelp that followed was definitely his. The right side of his face also exploded with a bit less force. The gray clouding his eyes started to fade into a focused image of Sam leaning over him.

Spencer's voice rang out, "I've got the cold compress!"

"S'alright, he's awake! Compresses are for wimps anyway. Smacking up the face works much better." Sam called back over her shoulder.

She looked back at Freddie, "At least for Fredweird here. Stupid, nubbin. Why are you here? And what'd you do to yourself?"

"Hunh?" was all Freddie could manage. He felt groggy, like he'd overslept.

'Overslept?! Was it all just a dream? A vivid, crazy, erotic, very confusing dream?'

"He was fixing the sound system like you guys wanted him to. He's been up here all afternoon." Spencer said as he handed the compress to Freddie. An odd expression passed over Sam's face.

"Why were you out cold on the floor then?" asked Sam.

"Er, cut myself rewiring the woofer. I think."

Sam cocked her head to the side at the statement, "You think?"

Freddie looked at his hand. Sure enough, there was the sealed cut. The disappointment and relief (?!) that it probably had not been a dream confused him to the point that he felt another black out coming on.

"Yeah, see?" he turned the hand towards them.

"And that's why you passed out?" Spencer asked doubtfully.

"I guess."

Sam laughed mockingly, "Spencer, this is Fredweird are talking about. We're lucky he didn't poop himself too."

Freddie made a face at Sam for her dig, and started to get to his feet. As he rose, he licked his lips and discovered they were moist with a decided coconut flavor. His expression became even more confused. The only thing he'd had to eat today was plain oatmeal for breakfast. He'd forgotten about lunch. Carly sometimes wore coconut flavored lip gloss, but she wasn't here. He slowly looked back to Sam as his fingers rubbed at his lips. Her lips seemed shinier that usual. Had she kissed him while Spencer was getting the compress? Wait. She? Was she even a she?

Sam looked back to Freddie from talking softly with Spencer. She seemed to whiten as she saw Freddie staring at her lips and rubbing his own. Her face then reddened with anger.

"He looks fine to me, Spencer! I don't think he needs a hospital unless he can get a new spine there. I am not wasting any more time on this..this..waste," Sam turned and left quickly.

"Wow. That was harshy. Even for her," Spencer shook his head. "You OK?"

'No! I mean, Hell No!' thought Freddie, but then quietly said, "Yes. I'll be fine. I'll just finish the speaker and go lay down."

"OK, bud. Take it easy. Be more careful."

"Yeah, got it. Carefuller Freddie."

Mechanically, Freddie finished up the speaker, trying not to think about anything but finishing the job and getting out of that apartment as soon as possible. He entered the hall and looked towards Carly's bedroom. The bedroom hallway door was open when it had not been earlier. A shaky breath escaped. Maybe he had passed out from the cut? Maybe just the part with Sam in Carly's bed was a dream? So he was having gay dreams about Sam? Is that what you would call it?

His feet moved by themselves taking him closer to the Carly's door. He stopped just outside.

"Oh, wow." There on Carly's pillow were his boxers as Sam had left them. He really needed to get out of here now. He left the doorway and hit the stairs at a quick pace. At the foot he came face to face with Sam who was heading up.

She snarled, "Out of my way, nub! I forgot something!" and pushed him to the side.

Freddie ran the rest of the way out of the apartment, across the hall, and to his room. He locked the door and jumped onto his bed. He sat up, Indian style, with his face in his hands. Much as he didn't want to think about any of it, he needed to figure this out.

None of it had been a dream. Even the dreamy part where it felt like someone was kissing him hadn't been a dream. Sam had kissed him.

'But she has a penis! Does that make me gay?'

'Well, obviously not. You thought she was a girl when you meant to kiss her that one time. The one just now, while you were unconscious, you had no say.'

'K, I buy that.'

'But you have to admit, she was still complete and total hotness up to and maybe even past the point where…'

'What is she though? A girl or a boy?'

'She's your friend, mostly, who you were violating by spying on BTW.'

'Oh. Joy. Let's stir up all the crap why don't we?'

'Hey. You wanted to sort this out. So let's get it all out there.'

'Well, she violated me by kissing me while I was unconscious.'

'How about that, huh? And also, I mean from what you saw of when she was…you know…doing that, she was calling out your name.'

'And Carly's.'

'And Carly's! That is so hot!'

'What?! Shut…Up! No, it freaking well isn't!'

'Then what's going on in your pants again?'

"AHHHH! I hate this!" Freddie screamed into his pillow.

"Freddie, is that you?"

"Yes, Mom."

"Is everything OK?"

"Yes, Mom, I think I'm going to take a nap."

"OK, hun."

'Nothing like the sound of Mom's voice to kill anything going on the pants department.'

'What now? I had the excuse of passing out and grogginess to explain being odd earlier. Sam knows me too well to not notice something's up. I can't hide my feelings for anything and I suck at lying.'

'Ah, but you read her face too. She knows you know she kissed you while you were out. If it comes up just say that's the reason for the weirdness.'

'Lies and more lying? Didn't I just say I suck at lying?'

'What do you want to do? Go up to her and say, "Hey, Sam, question, sorry for spying on you while you were naked and getting yourself off by fantasizing about me and Carly, really hot BTW, but when did you grow a penis?" Yeah, that works.'

'Wait! Does Carly know?'

'Know what? That Sam is hot for her… and you… or that Sam has a dick?'

'The last part?"

'Maybe Carly has a dick too? Maybe the vagina is just an urban myth perpetrated by internet porn and Wikipedia?'

'And that thought signals the official end of my sanity.'

'Bottom line, you can't tell Sam you know about anything other than the stolen kiss or you die. Since Carly would tell Sam that you know whether Carly already did or not, you can't tell Carly anything about Sam or you die. You want to live, keep your pie hole shut and deal.'


	2. Chapter 2

**2a. Noonish the next day, Groovy Smothie**

While it was common knowledge that Fredward Benson was completely, hopelessly, utterly, semi-obsessively in love with Carly Shay, at the moment she was annoying the hell out of him with her usual perky chatter. Not that it was really her fault. He had just had probably the worst night's sleep ever. He couldn't make himself eat much dinner, but managed to fake his mom out of asking too many questions. In bed later, he lay awake until well after midnight. When he finally got to sleep, of course the dreams came on full force. Freddie had had romantic/semi-erotic/sometimes wet dreams about Carly ever since he could remember. His dreams about Sam started after their shared first kiss. Up until last night, his dreams about the two girls were almost equal in frequency, but never were Carly and Sam in the same dream. There had been that one dream about Sam and Melanie, but he was still a little unclear about whether Melanie was real or not. Last night had been a series of completely out of control sex dreams about all of them in one big writhing, juicy pile of human flesh. Gender roles had changed at every turn. He shuddered when he flashed back to the point where Little Freddie had been replaced by Little Frederica. Freddie's thoughts were interrupted by Carly's dainty hand waving in his face.

"C'mon Freddie. What's up? You're acting all like distracted boy."

"Probably because I am distracted."

"Because…" Carly made a rolling motion with her hand prompting him to continue.

"Can't really say. It's a personal thing." Freddie took a long sip of smoothie to occupy his mouth with something other than talking. He stole a look a Carly across their table at the Groovy Smoothie and instantly blushed. He'd always been able to act normally around the girls in the past after dreaming about them, but last night's show was just too much. Thankfully, Carly seemed to miss it.

"Are you mad at me, Freddie?"

He shook his head no continuing to sip the cool drink.

"Did Sam do something?"

Freddie choked on the last part of his sip and started coughing.

As she move to pat him on the back, she said, "That's it isn't. Sam did something to you again."

Freddie tried to speak but couldn't just yet, so he shook his head violently.

"It's sweet of you to try to keep the peace, but I asked for to lay off you for a while. She said she would. She lied to me. What did she do?"

"What did who do?" Sam asked as she plopped down at the table helping herself to Carly's drink.

Carly snatched the cup back angrily, "What did you do to Freddie?!"

Sam's eyes widened briefly and then narrowed as she turned to Freddie.

"Well, Fredward," Sam spoke low and dangerously. "What did I do to you?"

With one last cough Freddie answered, "Nothing! I just started choking on my drink, and Carly thought it meant something! Sometimes a choke is just a choke!"

"And a dork is just a dork."

"Sam, please, you promised." She turned back to Freddie, "So if it isn't Sam or me then what's wrong?"

"Oh, poor Fredward. Life getting too hard?"

"Sam, stop." Carly leaned forward concerned, "Is it a girl, Freddie?"

Sam laughed aloud, "As if!"

Maybe it was because Carly could even think he might be interested in someone else, maybe it was Sam's proximity and his new knowledge of her, whatever the reason, something snapped in Freddie. He slammed both palms onto the table, "Both of you please stop! It was just a rough night, and I didn't sleep well!"

Not used to such temper bursts from Freddie, both girls jumped back a little. There was silence for several minutes.

Freddie let out a sign, "I'm sorry. I really, really did not sleep at all last night."

Carly cleared her throat, "Uh, Freddie? You're bleeding."

"Huh?"

"Your hand is bleeding."

"Wha-? Crap." Freddie quickly grabbed some napkins and crushed them against the cut that had reopened.

"How'd that happen?" asked Carly.

"I cut myself yesterday. Must have reopened when I hit the table just now."

Sam smirked, but managed a neutral tone for Carly's sake, "Yeah, Spencer and I found him passed out on the floor."

"Are you OK?" Carly was doing her concerned leaning thing again.

"I'm fine. You know I just tend to bleed a lot."

Sam snorted, "Yeah, you're sure a–"

Sam stopped speaking and her face clouded in confusion. Her expression changed again and for the first time since Freddie knew her, she looked afraid, scratch that, terrified.

"Yesterday, there wasn't any blood in the Studio, and you had passed out after the cut on your hand had been closed. So where did you take care of your hand?" Sam's voice was soft and almost quivering.

"The bathroom," Freddie answered quickly.

Sam leaned forward, "Which bathroom?"

"Spencer's," he lied. And everyone there knew he was lying, mostly because he sucked at lying.

"Spencer was in his bathroom all afternoon because of bad clams at lunch," Sam supplied.

"Ew, TMI, Sam!"

"Shut. Up. Carls!" Sam spat.

Shocked at Sam's sudden anger, Carly was starting to realize she may have stumbled into the middle of something a lot huger than a cut hand.

"I've got to go take care of my hand," Freddie said quickly as he dashed quickly from the smoothie shop.

"Get back here, Benson!"

"Wait, Sam!" Carly cried a little too loudly as she grabbed Sam's arm to keep her from leaving too.

Sam allowed herself to be stopped and sat back down.

"What is going on?" hissed Carly. Her eyes darted over Sam's face which was a mass of confused emotions.

"I…He…I don't know." Sam blew out at her bangs and sat back with her arms folded.

"Answer me straight, did you do anything to him?"

"No… not exactly. Nothing really mean, I mean."

"Sam! You promised!"

"I kissed him alright!"

"I know that."

"No, yesterday!"

"Oh! Well that explains … er, nothing. Wait! What?!"

"When he was passed out or I thought he was, I kissed him."

"Why?"

"I thought it would wake him up?"

"Sam."

"OK, I kinda … might … like him. And after all the stuff I've done to him, I know he'll never like me. He's completely in love with you and always will be. So I stole a kiss."

"When did this happen?"

"Yesterday I said."

"No, when did you start liking him?"

"I don't know. It just happened. Maybe after we kissed that first time?"

"You said it was just nice."

"I lied. Actually I've kissed a couple guys since then, and they were so lame in comparison I wanted to puke."

Carly managed to stop herself from asking what guys Sam had kissed, but fully intended to get more details later.

"And the stuff about the bathroom? What was that all about?"

"He used your bathroom, not Spencer's to work on his cut."

"So? It sounded like an emergency."

"So I was in your room, trying to take a nap, and I thought I noticed the bathroom door move at one point, but blew it off thinking I imagined it, but it might mean he was spying on me."

"Freddie wouldn't do that. But so what if he did?"

"It was so warm, I stripped to my underwear."

"Ew, in my bed?"

"Get over it, Carls. I'm not that nasty."

Carly giggled, "I know, but I have to keep up my snowy white image up. Besides you are far from nasty, more like you're tasty. So, so what if he saw you in your undies? He's seen you at the pool. And you have nothing to be ashamed about there."

Yet another strange look passed over Sam's face, followed by a ghost of a smile.

Carly went on, "Like I said Freddie wouldn't do something like that to begin with, but if he did, wouldn't that mean he might be interested?"

Sam shook her head, "He probably thought it was you."

"He knew I was in Yakima. Maybe he heard you snoring and wondered what the noise was?"

'Maybe he heard me?' Sam gulped hard as she knew how loud she could get when she was getting herself off.

She started to get up. "I need to talk to Freddie."

"Be nice. If he did peek in on you, I'm sure it was an honest mistake. And don't hurt him."

As she left, Sam muttered under her breath, "If he heard noises and peeked, he can hurt me a lot worse."

* * *

**2b. Later that afternoon, Freddie's fire escape**

Freddie saw the window open up. He knew who it was without looking. A small twinge of fear in his gut blossomed and then faded. He shrugged to himself. If Sam pitched him off the fire escape at least his troubles would be over. Out of the corner of his eye he saw she had brought meatballs.

"Déjà vu," he muttered.

"What's that?" she asked through half a mouthful.

"Nothing."

"How's your hand?" she asked sincerely.

Freddie finally looked at her, surprised at her concern.

"I mean I don't want you blacking out again, falling to your death, and me getting accused of pushing you."

Freddie smiled. Her tone was light. Maybe he would live through this conversation.

"Mom took care of it. Told her I tripped and cut it breaking my fall. If she knew I hurt it in the Studio, she wouldn't let me go back. Can't have her interfering with my technical duties."

"Lying to Momma?"

"She seems to be the only one I can lie to …"

They stared at each other for several minutes, not smiling, not glaring, no real emotion evident at all.

"What happened yesterday, Fredward?"

"You mean before you kissed me?"

"Err, yeah. Sorry about that."

"Are you?"

"Not really." Sam cocked her head, "Are you?"

"I kinda wasn't there at the time. Could have done without the slapping part though."

She shrugged, "I felt you waking up… panicked."

"You're really starting to weird me out, Sam. You're so calm. You were ready to rip my head off a couple hours ago."

"What's done is done. Carly made me see that whatever went down yesterday was probably not your fault."

Freddie grunted.

"So…" she prompted.

"I used Carly's bathroom to look at my cut."

"Figured that already."

"I heard music coming from Carly's room."

Sam nodded for him to continue.

Freddie took a deep breath, "Then I heard you call out our names, mine and Carly's. I thought you needed help, maybe hurt or something. I couldn't think of another reason you'd call my name."

Sam was completely still. Her eyes had fallen to the floor. Freddie's head was swimming at how unreal everything was. He wobbled as he got to his feet. He walked over and sat on the sill next to his blonde semi-catatonic friend. Hesitantly, his left arm wrapped around her shoulders. He fully expected an elbow in the ribs followed by a fist in the face, but it didn't come.

"I opened the door to see what was wrong. I swear I did not mean to intrude like that."

She whispered desperately, "What did … When … How long … See?"

Freddie pulled her close, "Everything. I am so sorry."

Sam was silent for several minutes then she started speaking in a matter-of-fact tone, "It's called Klinefelter's syndrome. Have you heard of it?"

"No. Tell me?"

"It's when a person ends up with an extra chromosome. You know girls are XX and boys are XY? Well I'm XXY. And I am an extreme case as I have an additional genetic defect which causes a further hormone imbalance. I inherited it through my dad's side, only thing the bastard ever gave me. My real birth certificate states I am male, but I'm not. At least I don't think of myself as a boy. I hope you won't either."

"Must be … difficult?"

"I suppose. There are treatments, surgeries, other things to normalize a person with the condition, whatever normal means, but Mom's got no insurance, and we've never had much money. And while I am keeping it a secret, or trying to, I don't really know how else to be. So, is it more difficult than living like everyone else? I can't say."

"I could say I understand, but we know I stink at lying."

Sam snorted a laugh. She finally looked over to him, and he at her. She had been crying the whole time she had been speaking. Freddie could never remember seeing Sam cry. It was disturbing but endearing at the same time. He moved his hand from her shoulders to the back of her neck and rubbed it softly.

"OK," nodded Freddie in a manner that implied he was dealing with the reveal as best he could for the moment.

She smiled but suddenly looked worried. "You won't tell? Not even Carly?"

Freddie blinked in astonishment, "She doesn't know?! You sleep over all the time! How-?"

"Carly's really modest, so we would always change separately in the bathroom. And I've been living this way ever since I can remember. Most of my juvy behavior is a way for me to avoid situations where people might find out. Principal office visits to get out of gym on certain days or school scheduled health fairs. You guys know I am a master liar. I had to learn to do it well. I have to say though it feels good to let someone outside the family know."

"Even if it is King Nub?"

"Sam Puckett don't kiss no nubs."

"About that, why did you kiss me? The second time I mean, yesterday."

"You seem to be growing on me and not in a fungal kind of way. I didn't know if I'd ever get another chance, especially after Carly comes to her senses."

Freddie smiled sadly, "Like you said, I was bacon, and I think she's over the taste."

"I'm sorry about that, saying that to you the way I did."

"Don't be. It needed to be said. Having Carly date me because she was grateful? She'd end up hating me. You did me a favor. Thanks."

"But I could have said it nicer."

Freddie smiled genuinely, "Then I would have thought you were up to something."

Sam smiled back, "You know my ways too well. I'll start being nicer to you now."

"No, people will know something is up, especially Carly. Keep busting on me. I can take it. Heck, I'd probably start to miss it."

"Heck? Who says heck anymore, you jank techno weenie."

Freddie laughed and side hugged her, "There's my Sam."

She turned to look at him with the most sincere expression he had ever seen on her face. He was amazed at how pretty it made her.

"Freddie, thank you. Thank you for keeping my secret."

"I haven't done anything yet."

"But you will. You're Freddie."

Hesitantly, Sam leaned in and kissed his lips lightly and quickly. Freddie responded with a slight smile, and watched her go.

Freddie sighed after a moment and licked at the coconut flavor, 'When did she get so hot? … OK, now I am gay … am I?'


	3. Chapter 3

**3a. That evening, Studio area**

Carly's lateness phobia was flaring to the point of panic. Rehearsal started in two minutes, and she was barely going make it. She hated being late, but hated almost being late even more. At least when you are already late there's nothing more you can do and the pressure is off.

As she turned to push at the door to the Studio, she stopped in confusion at the scene on the other side of the glass door. Freddie and Sam were deep in conversation while they stood across from each other over his console cart. Sam's hand was affectionately resting on his forearm as she spoke to him with what appeared to be a flirty manner.

Carly blinked and almost missed Sam's get-the-guy hair flip. Carly blinked again. Her watch chirped the hour and her phobia got the best of her as she pushed on the door.

Sam's eye caught the movement and her hand flashed from resting on Freddie's forearm to punch him hard in the shoulder.

Freddie grabbed his shoulder and started rubbing, "Ow! Sam! What the heck?!"

"Pfft, like I need a reason, Heckboy. Hey, Carls."

Freddie turned still rubbing with a surly expression, "Carly."

Carly giggled nervously, "Hey you two. What's up? I thought you would have stopped fighting by now."

Sam snorted a laugh, "Might as well ask me to stop breathing."

Freddie picked up his camera, "Let's just get going."

The rehearsal was not one of their best, and for all three it seemed to go on forever. Everyone in the room was occupied with thoughts of things other than a web show. Finally, it ended.

Freddie was out the door before another word could be said.

"He sure left quickly," Carly offered with forced cheerfulness.

"Good. He had his head up his-"

"Sam!"

"C'mon, that last bit should have been one take."

"Maybe that thing he was bothered about earlier is still bothering him?"

"Who cares?" Sam waved off.

Carly grabbed the waving hand and looked deeply in to Sam's eyes.

"I do and from what I saw before I came in the Studio, so do you. Do you remember, Sam? Do you remember the time after the dentist? No more secrets among the three of us." Carly was becoming more and more tearful.

"Yes, I remember," said Sam softly as she swallowed at her dry throat and looked into Carly's glistening, gorgeous eyes.

"What - what I saw from the door, you all flirty with him, are you a couple now?"

Sam smiled sadly though part of her wanted to laugh at the ridiculousness of that notion. Freddie knew her secret now and could never be interested in someone like her.

"No, Carls. As much as I might wish for it, it'll never happen."

"Why the act then? Why are you still being mean to him in front of me?"

"I didn't want you to get weirded out? I don't know."

"Why would I be weirded out if my two best friends finally started getting along?"

"You know I like him like him now. But I think I thought that if I acted the same way I always have when the three of us were together, you might finally give him a real chance."

"I thought you hated the idea of me and Freddie?"

"He's loved you since forever. He deserves you. And you deserve him."

"What about you though? Knowing how you feel, I could never be with him in front of you."

"So we all get to be miserable and alone? Yeah, that makes sense." Sam's words reeked of sarcasm.

As they stared at each other silently, a tear from Carly's glistening eyes finally fell down her cheek. Sam moved to hug the tearful girl and wrapped her up. Carly's buried her moist face in Sam's shoulder but was determined not to have a full blown cry.

"Why do things get so complicated?" Carly's muffled voice croaked.

Sam shrugged helplessly and began to loosen her hug. Carly reacted by drawing Sam in closer with her own arms holding on even tighter than before. After a minute or two of this, Carly wiggled and snuggled even closer. Sam's comfort and discomfort levels were both confusingly high. She loved being pressed against Carly, but things were starting to happen in her lower regions that would be impossible to explain.

"Can't … breathe … Carly," lied Sam, hoping the dark haired girl would let her go. And hoping she wouldn't. Carly lessened her hold on Sam, but did not let go. Carly did finally raise her head and to look at Sam.

"You're an incredible friend. I know you're not big with the hugs, but this is what I needed."

"I'd do anything for you, Carly Shay." Sam had meant it to sound light and reassuring, but she could hear for herself how the declaration smoldered with desire and innuendo. She gave Carly a faltering smile.

Carly blinked trying to figure out what she just heard, how she heard it, and what it meant. Sam looked so vulnerable right now which was disturbing in so many ways when considering that this was Sam. The failing smile on Sam's face was causing a voice inside Carly's head to scream, 'Do Something! Now!'

Carly pulled the blonde close again. Sam tried to pull back, but stopped when she looked at Carly's parted lips which were approaching hers. Sam allowed her own lips to part slightly. A faint scent of pineapple reached Sam's nose and coconut reached Carly's before the explosion of sensation of two sets of lips touching erased all thought from both. For several minutes there was no movement at all. Sam, who had wanted this for some time recovered first. Sam started to deepen the kiss. The lip movement seemed to wake Carly up from whatever trance she had been in.

Carly jumped back with her hand over her mouth.

"Eep!" she squeaked and was gone.

Sam looked at the closing door of the Studio, not sure how to react. As she licked at the Pina Colada flavor on her lips, she decided to just smile. Maybe life was complicated and getting more so by the second, but it was also getting very, very interesting.

* * *

**3b. Later that night, Carly's locked room**

Carly paced and wrung her hands furiously.

"OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!"

'OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!'

She sat on her hands at the edge of her bed, her legs pumping furiously.

"OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!"

'OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!'

She jumped up and started pacing and wringing again.

'Sam and I kissed! No wait! Worse! I kissed Sam!'

'But hey! She kissed me back!'

'So?! What - ? How - ? When did I become a … a … a big fat lesbo?!'

'Wait. I'm not. Ever since Freddie saved me, I touch myself to sleep thinking of him. I know I like guys. I know I like Freddie.'

'But I kissed her. I couldn't stop. So I like Sam too?! That way?!'

She sighed in confused frustration and licked her lips out of habit. The taste and the tingle lingered. Carly was tempted to go to the bathroom and wash her lips but could not bring herself to do it. She could not deny she liked being reminded of the kiss.

"I need to talk to Sam," she whispered. Her eye caught the time on the clock, 10:30. It would have to wait until morning.

'Oh, it's going to be a long night.'

* * *

**3c. A few minutes later, the hall between Carly's and Freddie's apartments**

Sam leaned back against Carly's door as soon as she had shut it and let out a contented sigh. She closed her eyes and tasted her lips again. Her mouth hurt from smiling too much. Carly had initiated a kiss. Carly had. How completely bizarre was that?

'No doubt she's freaking right now. But I think trying to talk to her would shut things down and that's not the plan.'

'When did I get a plan? When do I ever plan?'

Sam shrugged and pushed off the door. She turned to head towards the main elevator, but then realized she had no idea where she was going. It was still early for her. With all the thoughts and happiness running around her brain, there was no way she was going to bed right now.

'Maybe, Fredward is up. His mom is working a late shift I think.'

She looked into the peep hole and while it was too blurry to see anything, there were definitely lights flickering. The TV she guessed. She knocked and waited. A minute or two passed before she knocked again. She was about to leave before she heard the half dozen locks start to open. She rolled her eyes at the excessiveness.

The door finally opened and there stood Freddie in a tightly cinched silly looking short sleeved robe and pajamas, or at least the pajama bottoms. He seemed slightly out of breath and flushed.

"Hey, Sam. What are you doing here? "

"Evening to you too, Benson."

"Sorry, I just don't remember you knocking politely at my door before."

"Yeah, it might be a first."

"And it is a little late."

"Not for me. So -" she gestured asking if he was going to leave her in the hall.

"Oh, sorry. C'mon in."

It looked like Freddie had been using his laptop in the living room at the coffee table. The TV was now a blue screen and indicating that it had lost video. The laptop was on a screen saver.

"Whatcha working on?"

Freddie shrugged, "Nothing. Sometimes it's cool to hook my laptop to the TV so I can game on a bigger screen."

"Sometimes that's cool? Since when?" she smirked at him.

He shrugged and smiled at the semi-dig as they sat on opposite ends of the couch.

"Sorry about the rehearsal, Sam. The way Carly was acting was freaking me. Couldn't concentrate. And your punch didn't help either."

"Yeah, well, I guess we were all a little freaked. Sorry 'bout the punch, I panicked again. She saw me flirting with you before she came in to rehearse."

"She did?! Wait. You were flirting with me?!"

Sam laughed, "You're adorable when you're clueless."

Freddie gawked.

"Did you just call me adorable? The Devil must need ice skates about now."

"You know I like you Freddie. And I do mean like you like you. I know that nothing will happen between us because of … well you know… but you better get used to me being nicer to you when we're alone and I can relax a bit. I never realized how much of a relief it would be to be able to let my guard down around someone who knows about me."

"But your family –"

"As freaky as they all are, I am still the biggest freak. And none of them are my age."

"Melanie?"

Sam grinned, "Finally believe there is a Melanie?"

"Let's just say I am open to almost any possibility these days."

"She is my twin, but we are not identical. She was the lucky one. She's all girl. And I kinda hate her for it. I know I shouldn't because it isn't her fault but -"

"I can relate to that a little I think. It's human nature."

"Anyway, she was never around with all her scholarships and such. She didn't need to hide anything and could perform to her full potential. I have to use my brains to keep my secret."

Freddie shot her a sly grin, "So you might be smarter than you look?"

"Watch it, Benson. I can still take you."

"So is Carly OK now?"

Sam's smile faded. She seemed unsure how to continue.

Freddie sat up and got serious quick, "Sam, is Carly OK?"

"She'll be fine. We talked a bit and stuff."

"And?"

"She brought up the dentist thing again where we aren't supposed to have secrets."

"You told her about you?!"

"Oh, no! I could never do that. I just told her that while I might have some feelings for you, I would never try to get between you and her. She got upset about that."

Freddie sighed in disappointment, "And you suggesting that she should be with me upset her."

"No Freddie, she was upset that if we both like you and that if any two of us ended up together that the third would be hurt."

"Oh. So was she still upset when you left?"

Sam chewed on her lower lip thinking about the kiss. How much could/should she say?

Sam spoke hesitantly, "Sort of?"

"Did you at least try to calm her down?"

"Yeah, hugged her and everything."

Freddie nodded approval. "Nice. You? Hugging? I'm impressed. Hey, I'm thirsty. Want anything while I'm up?"

"Whatever you're having."

Sam had intended telling Freddie about the kiss at that point, but the offer of a drink took her by surprise. She was extremely thirsty now that she thought about it.

As Freddie disappeared into the kitchen, his laptop spoke in a metallic female voice, likely that blue android girl from Galaxy Wars, "Download complete. Auto play engaging, Commander."

Sam called out, "You are such a geek, Benson! Adorable but still a geek!"

Freddie answered, but she couldn't hear what was said.

"Yes! Fuck that tight ass! Harder. Give it to me harder! Oh fuck yes!" A female voice screamed from the computer.

Sam clapped her had to her mouth in shock and amusement. Amusement won out and she started laughing into her hand. She only hesitated a second before swiping her finger across the touch pad to disable the aquarium screen saver.

As the dialogue earlier suggested, the scene on the screen that replaced the stupid aquarium fish was an extreme close up of a man giving it hard to a woman in her butt.

"Freddie, Freddie, Freddie, such a naughty boy you are. Who knew?" Sam muttered laughing into her hand and shaking her head.

The camera started to zoom out a little, and Sam was again shocked. The "woman" getting it in the butt was sporting a flaccid penis. She then noticed the caption at the bottom of the video player, Chicks With Dicks Vol. 32 Part 2. The camera continued to pull out to a reveal the "woman" did in fact have breasts, but they were obviously fake by the unnatural angle of the areolas and scarring. "She" wasn't attractive at all in Sam's opinion, downright ugly in fact.

"What did you say when I was in the kitchen? I hope OJ is OK. It's all we have," said Freddie as walked back in with two glasses.

Sam's eyes glistened with mischief. Freddie was instantly terrified. Sam inclined her head to Freddie's laptop. He turned slowly, only taking his eyes from hers at the last minute. When he finally looked, his eyes bugged out and he turned beet red. Running and spilling the juice, he slammed the glasses down and slapped the laptop close.

Sam cocked an eyebrow at him when he finally called up the courage to look at her. He couldn't speak so he just stood fidgeting. Sam decided to have some mercy, partly because she was still grateful for his understanding with her secret, but mostly because this might be another one of those interesting complications that seemed to be occurring with increasing frequency.

Some mercy, but not a lot, "Freddie, Freddie, Freddie, is that what you've meant all those times when you said you were going to go do some gaming in your room?"

"Mrple."

"I'm sorry? Didn't catch that."

"Frtzbm."

Sam collapsed in laughter, unable to speak further. Freddie turned and ran from the room in complete humiliation. She managed to stop laughing quickly after that as that wasn't the response she was pushing for. She found him seconds later sitting on his bed in his room. She stayed at the door and leaned on the frame.

"I'm sorry about teasing you. Old habits I guess."

"I…I want you to know…that…I don't think you are anything like those people on that movie. After you explained to me about your condition, I started to look up stuff to try to understand better. I couldn't find much on the Klinefelter's other than what you told me. Thought I might be spelling it wrong so I did some different searches and there was a ton of stuff like that video. I got a little curious I guess."

"OK," she said exactly as he had after her big reveal.

"But they are all so fake, fake breasts, fake lips, fake everything. It's not sexy at all."

"So why keep downloading?"

He shrugged, "The download site doesn't have previews. I kept thinking maybe the next one would look more natural. More like…uhm..."

Sam's heart was pounding in her ears, "Me?"

"Yeah." His voice was barely audible.

She exhaled, "On one hand, I am flattered, on the other, you're stupid."

"Yeah?"

"I'm right here. Why are you looking for me online when I am right here?"

"You know it's not that easy, Sam."

"Sure it is." She pushed off the door frame and started towards Freddie.

"Sam. We can't." He swallowed hard at the lump in his throat. Her mouth smiled sweetly, but her eyes scared the crap out of him.

"Can't what?" she asked innocently.

"Anything!"

Sam stopped in front of him and reached out to caress his cheek. He looked up at her, helpless.

"Do you want me to leave?"

"You should."

"Not what I asked."

"Still…"

"Did you like watching me?"

"Wh- What?!"

"Did you like seeing me naked? Touching myself?"

"Yes."

"Even after you saw all of it?"

"Y- I … I don't know."

"Would you like to see me do it again?"

"No."

"No?"

"Sam, please. Mom is coming home soon."

"Really? When?"

"1:30"

"It's not even 11 yet."

"Sam, please."

"I want you to see me Freddie, all of me. You don't have to touch, just look. Watch me touch myself while I think about touching you."

As Freddie looked into her hopeful eyes, 'What the hell can I say to that? I've already seen her that way once. What's one more time?'

'You could say no.'

'Y'know something? I really can't."

Freddie's lips worked soundlessly for several seconds until he whispered, "OK."

Sam put her hand on Freddie's shoulder to steady herself while she undid and took off her shoes. Then she took a half step back. She hands were shaking as she pulled off the light flannel over-shirt she used to hide her chest. As it fell from her shoulders, their eyes locked. She smiled. He couldn't do anything but try to make himself breathe regularly. Her hands stopped shaking for the most part as they slowly made their way down the front of her blouse as they unbuttoned. Freddie's eyes lowered since now Sam stood before him in her bra, and it seemed it would be very rude not to look at this time. As the front closing garment came open, he let out an unsteady breath. He did not consider himself a "breast man" like most of the other guys in the locker room conversations at school but he knew this was perfection before him. They were almost too big for her slim frame, almost. He clutched at the bed's edge to keep himself from trying to touch them. He knew she would welcome the contact, but it was too soon. This was already a big enough mistake.

"So far?" she asked.

"Unbelievable. Beautiful," he choked out

Her hands started to shake again as the jeans button was undone and the zipper came down. When her thumbs hooked the sides getting ready to pull them down, she hesitated.

"You can stop if you want."

"Shut up, Fredward."

And with one smooth motion she was naked. Freddie's eyes travelled up and down her body as she stood there for him. He was so hard, it hurt. She was in the same condition.

"Can I lie on your bed, Freddie?"

He scrambled quickly out of her way and sat at the very corner. Sam rolled into his bed and her hair fanned over his pillow.

"Was this how you saw me?" she asked.

"Yerp." He cleared his throat and tried again, "At first you were covered from the waist down."

"Do you want me to cover myself?"

Freddie shook his head no energetically.

"What else?"

"Yadm." He cleared his throat and tried again, "You had my boxers in your hand and were smelling them."

Sam giggled and blushed. That Sam had only just now blushed was amazing to Freddie. He did decide that it made her even more gorgeous.

She giggled again, "Yes, I love the way you smell, Freddie. Then what?"

Freddie whispered, "You were touching yourself under the sheet."

Sam's hand moved slowly up from her side. As she reached her golden patch, the tip of her finger began to trace random patterns all about her hardness. She closed her eyes and moaned softly.

"Like this?"

"I…I couldn't see at first. When then sheet came down, your hand was wrapped around it."

"Oh yes. Like this!" She suddenly grabbed herself and started a full stroking motion.

Freddie was mesmerized. He wanted to touch himself in the worst way. He was painfully hard at this point. But he just couldn't move.

"Did you like seeing me do this?" she panted.

The question broke Freddie's trace or whatever it was. 'Did I? I think I was too shocked to feel one way or another,' he thought.

"Freddie?"

"I like, no, love seeing it now. You are so sexy."

"I'm close, Freddie, so close to finishing. Please. Please touch me."

Freddie almost started to argue. She had said when this started there would be no mutual touching. He smiled. They had both known that wouldn't last.

She pleaded again, "Please Freddie. Anywhere. It doesn't have to be my … down there. Just let me feel you next to me."

Freddie quickly moved to lie on his side next to her. His hand hovered less than an inch over her toned belly, not sure what to do. She could sense the heat from his hand and turned to look at him.

"It's OK. Please. I need you," she whispered.

He leaned down to kiss her. She moaned softly as their lips contacted. Freddie deepened the kiss and started to lick at her lips inviting her tongue to join him. Her moan turned into a growl of sorts as she responded almost violently to his invitation, devouring his mouth. When his hand cupped her breast and he gave a light squeeze to large globe of flesh, she screamed into his mouth as she climaxed. Freddie felt a warm wetness hit the elbow of the arm he was using on Sam's breast, and he ejaculated in his boxers never having touched himself.

They heard the front door slam and Freddie's mother call out, "Freddie! I'm home! Are you already in bed? I got off early."

Sam giggled, "Me too."

"Mom!" Freddie spat softly. "What do we do?"

"Calm down. It's no big. I'll go out the fire escape."

"But she could be in here any… How the heck did you get dressed so quick?"

"I've had to get dressed quickly a lot in my life, Heckboy."

"Oh. Yeah. That makes sense."

As Sam crawled through the window, she beckoned him with her finger. He obeyed. She pulled him to her and kissed him deeply.

"Thank you for this Freddie. I'll never forget it." She was gone before he could respond.

He turned back to his room and the first thing his eyes focused on was the framed picture of him, Carly, and Sam with their arms around each other and smiling. He then used a certain word for the first time in his life.

"Ah, shit."


	4. Chapter 4

**4a The next day, mid-morning, Sam's shower**

Sam Puckett had had a great night, followed by an awesome morning. She'd slept better than she could ever remember sleeping. The orgasm with Freddie had been completely over the top and had totally wrecked her in a fabulous way. Getting down the fire escape on still wobbly legs had been interesting, but she'd managed not to die. She'd fallen asleep the instant she'd lain down. She'd been up the next morning at dawn bursting with energy, a monumental first for her. With nothing planned and know way of know which of her friends might be up, she headed for the public skate park and proceeded to shred the place. She had even nailed the 540 that had eluded her for so long. She'd still flubbed the really long handrail grind and ended up with a huge bruise on her arm, but it had still been fun. After three hours of intense boarding, she rode home to get cleaned up.

As the scalding water of the morning shower washed over her, she thought about her evening. Carly had kissed her and then Sam had shared a very intimate time with Freddie. Should she feel bad about that? Trying to be with both of them?

'I love them both. I want them both. So I am selfish. I deserve it. I wonder what they want?'

Well, there was the obvious, Freddie wanted Carly, always had and always would. Did Freddie want Sam? Last night would indicate he did, but it may have been a one-time thing. Freddie wasn't like that though. She would get to be with him again. She was almost sure of it. And he would be naked with her, if she had any say, and she would have say.

Carly's wants were not so obvious. Sam knew Carly was almost ready to jump into Freddie's arms for good. Of late, visualizing Carly and Freddie together was her favorite fantasy to get herself off to. It was what Freddie had seen her fantasizing about that wonderful afternoon. She thought of it as wonderful now anyway, so many good things had happened because he had discovered her. As she thought about Carly and Freddie being intimate, her body began to respond. It was Carly's hand wrapped around Freddie's hardness, not her own hand on hers. She finished pleasuring herself quickly, and then laughed at how sexually overcharged her body was so these days.

'Where was I? Oh, Carly.'

Did Carly want her? Carly had kissed her, but then Carly had freaked when Sam had kissed back. Had it been just the raw emotions of the moment? Friends comforting friends? Really the only way to find out was to talk to Carly.

* * *

**4b A little later in the morning, the couch in Carly's apartment**

Carly Shay had had a horrible night, followed by an awful morning. She could not remember a worse night's sleep. The kiss with Sam had kept her up until after one in the morning. Her dreams afterwards had been pure sex. She'd never had one of those kinds of dreams about a girl before. But last night Sam had been in every one, sometimes Freddie joined in too. Her cheeks burned hot with shame at the memory.

Other than the rosy blush on her cheeks, her appearance was zombie-like with dark patches under her eyes. Every two minutes or so, like a robot, she would hit the channel button on the remote. She'd probably been through all two hundred channels twenty times now.

A knock at the door made her jump.

"Come in," she called out automatically.

Sam practically skipped in to the room, obviously in a great mood. She plopped down on the couch sideways.

"What's up, Carls?" she gushed.

The fact that Sam was positively glowing thrilled, terrified, and angered Carly.

"What's up? What's up?! I- We- You-" Carly shrieked.

Sam backed off a little with both hands in front of her, "Woooah. Ease up Ms. Shay."

"Sam! How can you be so calm! Wait, you're not even calm! You're all like happy and stuff."

"And I shouldn't be happy why?"

"I kissed you!" Carly screamed and then looked around in a panic to see who might have heard.

"I kissed you!" Carly repeated in a harsh whisper.

Sam put her hand on Carly's arm, much the way it had been yesterday on Freddie's, "I was there. Had to be for you to be able to kiss me."

"It's not funny, Sam!"

"No, don't guess it is. But it isn't the end of the world either, so chill already."

"I can't! I've been freaked ever since! And...and I'm so tired!" Then Carly started crying into the back of the couch, a full blown hysterical cry.

Sam had not been prepared for this reaction. She figured the worst case would be some arguing or yelling. Seeing Carly like this always broke her heart.

"Carly," she said just loudly enough to be heard over the tears, "when you're like this, I want to make it better and hold you, but I'm afraid you hate me right now."

Carly launched herself across the couch and landed in Sam's arms sobbing away into Sam's shoulder. Sam held her and stroked her hair. After some time Carly finally mumbled something.

"Sorry, I didn't catch that, Carls."

Carly pulled away from Sam a bit, "I said I don't want to be a lesbian. But I can't stop thinking about kissing you."

Sam managed to stop herself from whooping for joy, but could not stop the demure smile from forming, "Well, good, 'cause you're not a lesbian. There's no such thing."

Carly looked at her, confused, "What?!"

"All those labels; lesbian, gay, homosexual, heterosexual, bi, fag, queer, dyke, whatever, it's all a load of crap. People are attracted to who they are attracted to. Some are maybe attracted to more people of their own sex, but anyone can jump teams for the right person. It doesn't mean anything. No one has a choice of who they find attractive or what feels good to them. It just happens. Don't try to confuse things with labels."

"So what was the kiss?"

Sam shrugged, "It can be whatever you want."

"Hunh?"

"It could have been an accidental bumping of lips. It could have been just two friends caught up in a moment of closeness." Sam smiled seductively, "It could be just the first."

"Hunh?!"

"If you want me to sit here and lie to you and say that I'd rather it not happen again, I will, if it makes you feel better. I told you I would do anything for you."

"But…but you like Freddie!"

Sam smiled mischievously, "So do you. Oh right, you're a lesbo now."

"Sa-am." Carly's mouth had almost formed a smile.

"I like Freddie. I like you. Wait, that's not right." Sam closed her eyes and gathered some of the energy she had been so full of this morning.

She looked her best girl friend in the eyes and said, "I love you. And I love Freddie. And yes, I mean it in that way. Neither of you have to feel that way back at me, but I am here as either a friend or more for either of you. Or both of you."

"Sam!"

Sam shrugged, "It's just how it is Carly. How I feel. Remember what I said? I can't control how I feel. Neither can you, neither can Freddie, so I can't hold it against either of you if you don't feel the same."

Sam stood and looked out the window, lost in thought. Her head slowly started nodding and then she shrugged as if coming to a decision, which she had.

She looked back to Carly who had been watching her in confusion, "Don't say anything now. I'm going to ask Freddie to talk to you about something, and then I want you to think about the three of us. How you want us to be. I'll accept whatever you decide."

She bent to quickly brush her lips across Carly's. Then she was gone to find Freddie.

* * *

**4c Lunch time at the Groovy Smoothie**

"Why me?" Freddie gawked at the blonde to his side in disbelief.

"Because I'm too scared to. You found out, and I just had to explain things. Actually telling someone on purpose after hiding all my life? I can't do it! Especially not her."

"She's your best friend."

"But will she still want to be after she knows? I've been fooling her and lying to her for forever. I told her I would accept whatever she decides to do, and I will, but I can't take her rejection face to face."

"I'm willing to be there with you."

"That would just be harder."

"Why now?"

"Why now what?

"Why tell her now? When you explained your condition to me you were terrified I'd tell her. And last night, you said you could never tell her."

"And I never could, which is why I am asking you to. I've been thinking about things a lot, and it just seems wrong that only one of my best friends knows."

"'Adorable' and now 'best friends?' Trying to butter me up, Puckett?"

Sam leaned in, "I wouldn't mind buttering you up and licking you clean."

Freddie started choking without the help of a smoothie sip this time.

"Score!" Sam laughed.

"Sam, about last night…"

"Sh, save it for after you talk to Carly."

"But I never agreed to talk to her!"

"But you will. You're Freddie."

Freddie rolled his eyes, and knew he would do it. He reached for his drink and took a sip.

"Oh, forgot to tell you," Sam said casually. "Carly kissed me."

The thick, ice cold smoothie shooting through Freddie's nostrils was pretty damn painful.

"Bonus score!" Sam laughed again.

"What?!" he managed to ask while coughing and cleaning his shirt and chin.

"I meant to tell you last night but you ran off to get drinks and then…"

"Yeah. Yeah. Whatever. What do you mean kissed? And you know what I am asking so stop the smartass answer before it starts."

"When I was hugging her, I told her I would do anything for her, and it came out a little more ... suggestive than I meant for it to."

"So she kissed you on the cheek for being sweet?"

"Nuh uh, full on lips."

"You kissed her full on the lips?"

"Nuh uh, she kissed me."

Freddie shook his head in disbelief, "You are so messing with me."

"I swear on meat."

Convinced, he leaned forward, "What did you do?"

"Started kissing back. Then she freaked and ran away."

"Oh. That's …"

"Hot?" Sam offered.

"Yes! I mean no. No is what I mean. I was going to say, uh, interesting?"

Sam leaned over and whispered, "Remember you suck at lying, Fredward. I bet you're just as hard as I am right now thinking about me kissing Carly."

"Score," admitted Freddie sheepishly. Sam smiled.

Freddie untucked the front of his shirt for a bit more cover. "So after you guys kissed, you came to see me and we…did what we did. So now-"

"You talk to Carly so that everyone knows everything they need to, and then we figure out what's next."

* * *

**4d. That afternoon, Carly's couch**

Carly yawned as she woke from her nap. It had been pleasantly innocent and restful. As she sat up, she noticed a note taped to the front of her shirt. It was from Spencer. Grandpa had twinged his back a little moving stuff around for his garage sale so Spencer was on his way to Yakima to help for the night. He knew there was a rehearsal scheduled this evening, and he didn't want Carly to miss it.

Carly felt remarkably better now with a couple hours of good sleep. Sam's words and suggestions still niggled at her, but she knew that she and Sam would be OK, always.

A soft knock sounded at the door. Spencer had undoubtedly locked the door as he left so Carly couldn't just call for whoever it was to come in.

Carly opened the door to Freddie turning away.

"You knocked. Not sticking around though?"

"Er, well, no one answered so I thought you guys weren't home."

"I almost didn't hear the knock. And you sure didn't wait very long. Did you want to come in or not?"

'Not! Don't wanna do this, don't wanna do this, don't wanna do this,' he thought but said, "Sure, I'd like to come in."

When Freddie didn't move immediately, Carly took him by the hand, pulled him inside, kicked the door shut and led him to the couch.

Plopping down sideways, she asked, "So what's up?"

Freddie didn't sit down. He stood fidgeting with his eyes darting around the room.

She took his hand again, "Hey sit down, Freddie, and talk to me."

Freddie allowed himself to be pulled down to sit.

"I think Sam mentioned she was going to ask me to talk to you? I really think she should be the one. I am pretty sure I'm going to mess it up," he said softly.

She instantly felt as nervous as Freddie looked.

Carly looked up past Freddie's head, "Did she tell you about how I – How we –"

"Your kiss? Yeah she told me. But this isn't about that. We can talk about that later if you want."

Carly's jaw dropped, "You don't want to talk about how I kissed Sam?"

Down in pantsland Little Freddie thought, 'Yes!' and started to wake up and harden.

Freddie himself adjusted his seat and said, "Not right now. I want to get this other thing over with."

"What's it about? She was very mysterious about it."

"She's got a good reason. She's been keeping a pretty big secret from the both of us. I found out by accident. She's terrified you'll hate her when you find out."

"I could never!"

Freddie smiled, "I know. But she is still scared."

"So tell me what it is, and then we can go find her, and tell her what an idiot she is."

Freddie snorted, "Well, you can tell her that."

"Tell me now, Freddie."

He exhaled and looked off into space for a few seconds, "Sam is different than most girls."

"Well duh."

"I don't mean her behavior. I mean … physically."

Carly looked confused. "No she isn't. I've seen her in a bathing suit. She's very well developed."

"She's had a lot of practice hiding her … condition. She was born the way she is."

"What? Like a birth defect or something? Why would I hate her for that?"

"Not exactly a birth defect. Well maybe. Hmm, interesting way to put it. I don't remember it being described that way. I really should have tried to do more research before coming over here."

"Freddie! Tell me already!"

"OK, calm down. I wouldn't say it's a birth defect exactly, but it does have to do with genetics. Remember seventh grade science class when they had a couple units on genetics?"

"Sort of. No, not really."

"Do you at least remember when they covered the fact that there is an X chromosome and a Y chromosome?"

"Yeah, boys have one of each and girls have two Xs."

Freddie brightened, "Exactly! Great! That makes things a little easier."

"What about Sam though?"

"Sam was born with an extra chromosome. So while you are XX and I am XY she is XXY."

"But Y is the boy one," Carly said confused.

Freddie cocked an eyebrow at her, trying to mentally will her to get to the right answer.

"Freddie! You're saying Sam is a boy?!"

He winced, "No. Not saying that. Her original birth certificate has her as male. But because of the syndrome she has and some other genetic things, she is hormonally and emotionally a female."

Carly laughed nervously, "You guys. This is the best one yet. I can't believe Sam would put you up to this."

"It's not a joke. When I looked in your room that day I cut my hand, I saw her, nude, all of her. She's got … a… a penis."

Carly's eyes searched Freddie's face to catch him in this lie. But it wasn't a lie because Freddie sucked at lying.

"Sam's a boy?"

"Let's say Sam is a different sort of girl." Freddie smiled, "She always has been, and that's why she's our friend. And she still is our friend, right?"

"Are you sure she's not messing with you? Maybe what you saw was one of those rubber ones?"

"Sam and I may be getting along better at the moment, but do you really think she would let me see her naked just for a joke?"

Freddie cringed inwardly, 'Maybe not for a joke, definitely for getting off together.'

Carly shook her head, "Well, no. But maybe she didn't mean for you to see her with a fake one while she was messing around or something , but you did, and now she's messing with you… messing with us?"

Freddie blushed, "Well, you see, she- uh – she was… kind of using it when I saw her. So I know it's real."

Carly looked confused, "She was peeing with it?"

"Uh, no."

"Then what – oh. Oh! Ew!"

Freddie was crushed, "Ew?"

"I don't like to think of boys doing that. I just said 'Ew' automatically. I don't even know what to think of Sam doing it."

Freddie shrugged, somewhat relieved, "Well, that's it. That's the big secret. Now I guess you have to decide if it changes anything."

"Did it change anything for you?"

"I was as shocked and confused as you are right now. I didn't have anyone to talk to about it. I had a sleepless night. The next day Sam figured out that I might have seen her. She came to me. We talked. While we talked, I was able to look at her, and it helped me realize it was still Sam, which is why I wish she had come with me. Please don't hate her."

Carly looked at him like he had lost his mind. "I don't! I could never. It's just bizarre. I don't mean she is, just the situation."

"I know what you mean."

"At least I'm not a lesbian… I guess."

Freddie sputtered, "What?!"

"Well I did kiss her."

"Do you hear yourself? 'I did kiss her' I'm not saying you're a lesbian or not, but for Sam's sake, please think of her as a girl because that is what she wants. And as far as I am concerned, that's what she is."

"I want to see her. Where is she?"

"My room. Waiting for your verdict."

"Let's go." Carly started to rise.

Freddie pulled her back down, "Not yet. I'd better tell you something else too."

Carly looked down to Freddie's crotch. Freddie rolled his eyes, but covered himself with a throw pillow.

"No, I am all male, Carly."

"Oh. Good. I don't think I could take another secret like that. So what's up?"

"I kissed Sam too."

Carly shrugged, "I know that."

"No. Not the first kiss thing."

"I know. Sam kissed you when you were passed out."

"Er, not that time either. It was last night after you kissed her. When she left your place, I think she was so excited about what had happened with you, she didn't want to go home to bed so she decided to see if I was in."

"It was late though."

"Not that late and Mom was working second."

Carly huffed, "So what? You guys just started making out on the couch?!"

"No, we just talked for a bit about her secret, and how she was actually happy someone outside her family knew. And we talked about how you were upset at the thought of one of us getting hurt if the other two started dating."

"So then what?"

"I went to get us some drinks and after I came back from the kitchen something happened, and I ended up kissing her."

"'Something happened?' You can't get away with that. What happened?"

Freddie waved her off, "Nuh uh. No way. It's too embarrassing. I got no deets about your kiss so you don't get any about ours."

Carly grabbed his hand. "Kissing Sam was embarrassing? Because she has a –"

Freddie snatched his hand away, interestingly offended. "No! Kissing Sam was great. Just the stuff leading up to it was … well I'm not going to talk about it."

"So it was great?" Carly was obviously fishing.

Freddie smiled reassuringly, "No more or less great than kissing you from what I remember. It has been awhile though."

Freddie hid a smirk quickly and thought, 'You're not the only one who can fish, Carly.'

"How long was it?"

It took a minute for Freddie to realize that Carly was asking about the duration of the kiss and not anatomical stats.

"A few minutes I guess."

"So you made out this time?"

Freddie nodded, "Yeah, I suppose it qualified this as making out."

"Oh."

"And yours?"

Carly shrugged, "A couple seconds."

"So you'll have to do better next time."

"Freddie!"

Freddie laughed at Carly's furious blush, "What?"

"I can't- She- Doesn't it bother you?!"

Freddie smirked, "Sam and you kissing? Bothers the hell out of me but in a really, really good way."

"Freddie!"

"OK, OK, I'll stop… But it is hot."

"Please?!"

"Yeah, got it. I'm done for real now. Does it bother you that Sam and I, uh, made out?"

Carly looked off into space, considering. "Sort of. No, not really. What bothered me most last time is you tried to keep it from me."

"So how do you feel about it?"

"It still seems weird to think of you two not fighting and actually getting along. And to throw kissing in there really messes with me. Does it bother you that she has a …you know. Aren't you afraid of being gay?"

"I was. No doubt. But then I thought, so what? Most of the school has me labeled as that way already, Freddie, the mamas-boy, techno-weenie, tulip. I don't really care what any of them think anymore. And to them Sam is just a pretty girl. She is to me too for that matter."

Carly grabbed his knee. "They do not call you that."

Freddie capped her hand with his. "Yes, Carly they do. All the other guys at school are trying to get any play they can off any girl they can, and I don't because I am in love. Any guy who isn't joining in locker room talk about their conquests gets called a fag. Even though it was so long ago, that first kiss business didn't help my rep either."

"I'm sorry. I didn't know."

"Like I said, it don't care anymore. You know and I know how I feel about you, and it's is so not gay it hurts." Freddie smiled.

"You still have feelings for me? You're not like in love with Sam now?"

"Carly, I love you. Always. End of discussion."

Carly gave his knee a squeeze. "What if I don't want it to be?"

"Don't want it to be what?"

"The end of the discussion."

"What else is there is to discuss?"

"Can't I respond?"

Freddie smiled again while shaking his head, "Will it be any different than it has been?"

"Yes," Carly dove on top of him. As hard as she had pounced, it should have been painful, but her lips on his cushioned their collision.

The small part of Freddie's brain that could still form thoughts thought, 'This … is … different.'

And it wasn't just her response that was different. The kiss itself was not anything like the few they had shared back when he was bacon. This one wasn't innocent. This one wasn't tentative. It was hungry and wet and passionate.

'I need to stop this,' that part of Freddie's brain thought, 'I won't be able to handle being close to her and then having her go away again…. but, waiting a few more seconds to stop it can't hurt.'

As Carly's tongue pushed eagerly passed his lips, the brain part was completely silenced. Freddie kept his hands firmly anchored on her waist, afraid to let them wander. Carly wasn't playing by the same rules. Her left hand snaked between the couch pillow and the back of his head and pushed him harder on to her mouth. Her right began to claw at his chest through his shirt. He couldn't stop the muffled moan. She answered with her own and started to pull his shirt up. He grabbed her hand and wove his fingers into hers. Very reluctantly, he pulled back and she let him, but not really even an inch. They were both breathing heavily and could feel the others' breath on their faces.

"Carly, I can't do –"

"I love you, Freddie. I'm sorry it took this long, but I had to be sure. You mean too much as a friend for me to take a chance of hurting you again. And I won't. I swear I won't. But I don't want to just be your friend anymore. Say you love me?"

Freddie was trying to believe her, so many years of disappointment. Those months after their brief time together had been incredibly painful before he could accept what he had done. He hated himself back then for being so noble and letting her go. Could he go through that even one more time? As he looked into her eyes, thinking he was going to have to say he couldn't handle it, he realized she wasn't looking at him with respect or gratitude or friendship the way she had then. She was looking at him with intense lust. She licked her lips, closed her eyes, and shivered.

'She's tasting me on her lips, and it's making her shiver. She really wants me. She really wants to be with me.'

"Freddie?"

"You know I love you, Carly."

"Do you still want to stop?"

Freddie gave her a crooked smile. He took his hand away from restraining hers and used it to pull her down onto his mouth again. With her freed hand, she started to play with his chest again. Up until this point, she'd been lying on him slightly to the side. She felt herself slipping even more to the side and pushed against the back of the couch with an elbow to get more on top of him. It felt completely natural as her legs slipped to either side of him as she ended up straddling him. She wasn't pressing on him to begin with, but as the foam in the seat cushions gave way to her weight, she slowly began to feel his hardness between her legs. Freddie's moans in her mouth had grown louder as the pressure increased. Carly gasped with delight and surprise as Freddy's other hand found her breast and began caressing though her shirt and bra. His thumb happened to brush across her covered but erect nipple. She answered by grinding against him. He bucked his hips back at her. She had won her wrestling match with his shirt and managed to snake a hand up his belly and chest. His whole body trembled at the skin on skin contact. After a few more minutes of making out, Carly's lips left Freddie's. He moaned in disappointment until she started sucking his earlobe.

"Freddie," she whispered in between sucking noises, "You're being selfish."

"Sel-? Wha-? Ahh." It was difficult to speak while her warm, wet tongue flicked over his ear.

"Do you like how my hand feels on your chest?"

"Amazing," he managed and then hissed in pleasure as one of her nails grazed his nipple.

"You're not touching me the same way."

"Am!"

"Through my clothes, I want to feel your hand on my skin."

"Shirt too tight."

"Rip it off."

"Wha-?!"

"If it's too tight, it's too small, and I need a new one. Rip it off me." She used her teeth this time and nibbled his lobe while sucking, her idea of encouragement. It worked

"Carly!" Both hands were immediately at the back of her shirt and yanked mightily. The fabric gave way with a soft, beautiful ripping sound. He then brought his hands around the front and ripped it again. The light cotton pullover was done for and fell away. His hands then scrambled for the back of her bra. His inexperience showed as he fumbled for several moments. Carly finally sat up. Freddie's eyes rolled back a bit as she her full weight pressed on the hardness in his jeans. He managed to focus back on her just as she unhooked the undergarment.

"Sorry," he said, afraid he had ruined the moment with his inexperience in bra removal.

She smiled as it slipped from her shoulders. She started to blush as he stared at her, his mouth open in wonder.

"They're not nearly as big as Sam's…"

"They're perfect. You're perfect. Can I … can I touch you like you wanted?"

"Oh please yes!" She fell forward, and he caught one perky, perfect breast in each hand. Her mouth closed on his again. He sighed in some relief as the pressure of her weight on his groin had taken him almost to the point of no return. This, whatever they were doing, needed to last since he still wasn't sure what would happen after it was over.

They were lost in kissing until Freddie's right thumb touched a very hard but supersensitive nipple. Carly squealed into his mouth and then moaned. Taking the cue, he moved his thumb and forefinger of his other hand to see if the opposite side was just as sensitive. Using very gentle pressure, he rolled her erect nipples between his digits. She ground down hard on his groin in response, screaming into his mouth. The pressure on his groin was so exquisite he almost screamed himself but managed to keep it to a moan.

There was no doubt that Carly's breasts were fun to play with, and her reaction to having them played with was equally as fun. But Freddie had never been much of a chest man. As a guy, he could appreciate well shaped ones, but he wasn't as single minded about them as most other guys were. He was much more appreciative of the female derriere. And he had appreciated Carly's for as long as he had been able to appreciate that sort of thing. She had the most perfect bottom. Of course he'd never seen it bare, but what it did to a pair pants was sinful. Gathering his courage, he took his right hand from her breast. She sighed in disappointment and then giggled a little as he let his fingers slide down her side and around to the small of her back. There, he imagined a small opening where the valley of her spine disappeared into those wonderfully filled out pants. He couldn't tell what the material of her pants was but, lucky for him it was stretchier than denim. His hand slid right in.

Carly squeaked and tensed up. She had known that if she had not encouraged him earlier to get her shirt off, he would have never taken that step. His new boldness surprised and excited her. She let herself relax into him again and enjoy then sensation of his hands all over her. Her hands had stayed in his hair and under his shirt. What could she do to surprise him back? She smiled wickedly which interrupted their kissing for an instant and Freddie started to back off. Well that would not do at all. She grabbed the hair at the back of his head and forced her lips hard on to his, tongue moving wildly in his mouth. She pinched his nipple one more time and then mover her hand to his crotch and started rubbing him through his jeans.

Freddie broke from her assault on his mouth, gasping, "Oh! God! I'm going to- No! Fu- Yessss!"

'If this keeps up, Mom is going to wonder about the sudden increase in white laundry.'

'You had to bring her up right now didn't you?'

"Are you OK, Freddie?"

Freddie snorted, "Embarrassed and sticky, but I am very OK. I'm sorry I-"

"Sh. I'm glad I could make you feel good."

"Good doesn't come close to describing what that was. I'm really sorry I couldn't do the same for you."

"Who says you didn't?"

"Hunh?"

"When you started playing with my … breasts, I had... y'know… one or two. I'm very sensitive there. Sometimes that's all it takes for me. I've never had someone else's hand touch me like that so it was even better. Rubbing against you and kissing added to it too. What did you think was happening when I was screaming into your mouth?"

"Really?" he asked doubtfully.

She leaned forward and kissed him deeply, "Really."

And he believed.


	5. Chapter 5

Thanks so much for the reviews. Youse guys are great!

**5a Several minutes later, Freddie's Room**

Sam was not a nail biter usually, but her left pinky nail had seen much better days. Its jagged edge was getting shorter by the second. She was also not much of a pacer, but there was a lot of that going on too. It was taking too long. This probably meant Carly was not taking the news well so Freddie had to comfort her. Normally this would bring to mind all sorts of wonderfully wicked possibilities to fantasize about, but right now Sam was terrified at the thought of losing her best friend.

The door to Freddie's room opened. She spun to see him walk in.

She rushed over and grabbed his forearms, "What took you so long?! Did you tell her?! Is she OK?! Does she hate me?!"

Freddie backed away from her assault and took her hands in his, "Yes, I told her. No, she doesn't hate you. She said you're an idiot for thinking she could ever hate you."

"Why isn't she with you then? I want to see her now. I need to."

Freddie stopped her from leaving, "She had a really rough night and wanted to clean up a bit more and think about everything. That's reasonable right? We just laid something pretty big on her."

"Yeah, you're right."

"She said she'd call or text when she's ready." Freddie dropped her hands and walked over to his chest of drawers. He started to play with some of the items on top while trying to subtly crack open the middle drawer.

"What are you doing, Freddie?"

"Looking for a cable adapter I need for rehearsal tonight. I just had a thought it might be on top here."

Sam snorted, "Liar."

Then she finally took a minute to look at him. His hair was mussed from the back and his lips were puffy. She laughed.

"You have sexhair!"

"What?!"

"Your hair is all messed up like you got some. And your lips are all puffy. And you're sneaking into your drawers probably to get clean drawers. Did Carly finally jump you?!"

"No!"

"Liar."

Freddie sighed in defeat, "Are you angry?"

"Do I look angry? C'mon give it up," Sam raised her hand looking for a high five. It didn't come.

Sam shook her hand a little, "Dude, don't leave me hanging."

Freddie gave her a hand a lackluster smack with his own.

"You're sure you're not mad? You were in here going crazy with worry, wondering what her reaction was, and we were-"

Sam looked eager, "Yeah, c'mon, tell me what you were doing! Out with it! Every juicy deet!"

"Sam."

Sam pulled Freddie to sit on the edge of his bed. "I am not mad, Freddie, but I will be real quick if you don't start spilling."

"OK, remember how upset she got because we kept the first kiss business a secret?"

"Not at all juicy, but yeah."

"After I told her about your big secret, I thought I should tell her that you and I kissed after she kissed you."

Sam's eyes widened. Freddie held up a calming hand.

"I didn't go into details. I just said something happened, and we ended up making out."

"Wow. Ballsy. Did she flip?"

"No, she said it didn't really bother her. She just asked if I still had feelings for her."

"And?"

"And I told her I still loved her."

"Well duh. Very sweet. Gimme the juice already."

"Then she kinda jumped on top of me."

"Now we are talking!"

"We kissed some."

Sam rolled her eyes, "Your lips are bigger that Angelina's right now, willing to bet my board that it wasn't that sweet innocent Carly/Freddie kissing we are all so tired of."

Freddie laughed, "It wasn't. It was amazing. She actually seemed to want me."

"And did she have you?"

"No, it didn't go that far."

"Then why the change of shorts?"

"There may have been some rubbing through clothing that caused some … stickiness."

"Mm, hot. Not as juicy as I hoped, but we'll work on that."

"It was amazing."

"You said that. I hope she calls soon. I really need to see her." Sam smiled wickedly, "Especially if her lips are all puffy like yours."

Freddie shook his head and chuckled. Sam stood and stretched. Her muscles were aching from the tension that was now fading since it seemed Carly didn't hate her.

"Carly's nipples are really sensitive. She got off when I played with them."

Freddie had timed his statement so that Sam was at the furthest part of her stretch. She lost her balance and stumbled.

Freddie smiled, "Score."

Sam sat back down, newly excited, "Through her shirt you mean?"

"Nuh uh. I ripped her shirt off."

Sam gulped, "Bra?"

Freddie shrugged, somewhat embarrassed, "She had to handle that, but it came off too."

"That's awesome! God, I bet you two were beautiful together. Anything else?"

"I put my hand down her pants."

"No way!"

"Down the back I mean. I've always had a thing about her butt."

Sam deflated a little but was still enthusiastic. "Can't blame you there. Her butt is a work of art. Goooo, Fredward!"

"You're nuts, Sam."

"I am?"

"None of this bothers you? The three of us sneaking around on each other?"

"Who's sneaking? In the last couple of days; I've kissed you. She knows. She kissed me. You know. You kissed me. She knows. She jumped you. I know. There's no sneaking being done by anyone. We just need to cut out the middle step and start doing it in front of each other."

Freddie gawked at her, "You're serious!"

"As I have ever been about anything, which I guess isn't much, but I am very serious about this."

Freddie started sputtering "That's cr- … We can't … That's just-"

"Hot?"

Freddie wiped his hands down his face and then looked over at the blonde. She was having a great time teasing him. She was just teasing him right? Her eyes were sparkling with tears of laughter at this point as she watched him struggle with the situation. Then her eyes dropped to his still swollen lips. Carly had been kissing them just a few moments ago. If Sam were to kiss him now, would she taste them both?

She reached over to grab his mussed up hair in the same place Carly had and pulled him to her. The slight pineapple taste made her instantly hard. She moaned as she thought about all of them sharing a three way battle of tongues. Freddie could not help but moan back into her open mouth. They fell backwards onto the bed, turning into each other. She took his hand and helped him to get under her shirt. With a quick twist, she undid the front closing bra. His hand was instantly on her breast. He tried the soft pinching that Carly seemed to like.

Sam broke the kiss and gasped, "Just … rub. No … pinching."

"K," he answered and their mouths were again covered with each other. He adjusted his technique. She kissed harder in approval.

Freddie became vaguely aware of some activity around the front of his jeans. His eyes popped open when he heard the sound of his zipper being lowered.

"Sam what-?"

"I want to touch you."

"I'm still a mess."

Her eyes flashed, and she grinned, "Even better."

He hissed with pleasure and his eyes rolled closed as she freed his hardness. He groaned as for the first time in his life someone besides himself wrapped a hand around his length. As heavily as he was breathing now, she thought he might suffocate if she tried to put her mouth back on his so she decided to go for his neck. It was difficult to keep her mouth working his neck as his incoherent grunts and groans were making her smile so widely. Her hand settled into a slow steady stroking rhythm.

"My … my ears. Kiss my ears!" Freddie managed to whisper.

Sam traced her tongue up the side of his neck, around the edge of his entire ear, and briefly paused before sucking his lobe into her mouth. He groaned loudly. She stoked him a little faster. He got louder and pulled her in tighter.

"Sam! I can't- I'm going to-"

"It's OK. Let it happen. I want you to."

"YeAhhh!" There wasn't as much produced as there had been with Carly, but along with what was already in Freddie's pants, Sam's hand was covered.

Sam held her hand up watching the whiteness roll over her skin and turning each time before any could drop.

"Sorry about that," Freddie breathed as he watched her play with his seed.

"Why? It's what happens, besides," she licked a drop from her hand, "I didn't think you were ready for my mouth down there, but I did want to taste you."

Freddie's head fell back to the bed, exhaling in wonder, "You are going to kill me if you keep doing and saying things like that."

She smirked back at him. "I'm going to go wash the rest of this off."

When she returned to the room, Freddie was waiting anxiously, "Sam?"

"Hmm?"

"What can I do for you?" She looked at him, puzzled. He continued, "I don't want to be a selfish lover. You made me feel so good. Tell me what I can do for you. Anything."

She cocked an eyebrow at that. He had no idea what he was offering. If Freddie only knew the fantasies Sam had had about him in recent months, he would likely run screaming from the room. She decided to take it easy on him.

"Where's your mom?"

"Split shift." His eyes flicked to the clock. "It just started, she won't be home for at least ten hours."

"Why don't you just do for me what I did for you?"

"Sure. I think I can handle that."

She laughed at the double meaning. He finally caught it too and also laughed.

"I'll have to remove my pants and everything again. I have special panties that keep everything bound up."

"I have absolutely no problem with that. Feel free to get completely naked."

"Why, Fredward Benson, you do know how to sweet talk don't you?"

He blushed.

"Freddie, you did say anything right?"

Freddie's blushing grin faded slightly.

'Ruh roh,' he thought but answered aloud, "Yeah, anything."

"I want us both to be naked. You're adorable now, blushing and all, but I'm pretty sure you must be gorgeous without all those clothes on."

He blew out in relief and disappointment that she didn't want more. "I hope you'll like what you see."

They both started to strip, each watching the other hungrily. Sam's bra already undone they were topless at the same moment.

"God, Freddie! When did that happen?!" She pointed to his stomach.

"What?!" he looked down in alarm. She already saw something she didn't like?

"That washboard! That six pack! Those sexy freaking abs!"

"Oh," he laughed in relief, "I still fence. It's great exercise."

"I'll say!"

They continued undressing. Freddie was only too happy to finally get out of his wet boxers.

"Good for the legs and butt too I see," Sam observed breathlessly, "Jeez, Freddie, if I had know you were this gorgeous I would have jumped you ages ago."

"You're pretty spectacular yourself, Puckett."

They stood staring for several long moments, eyes taking in every detail of the others body. Freddie inclined his head towards the bed. Sam took the meaning and they approached from opposite sides, Sam moving left, Freddie right. Freddie started to pull back the covers.

"Nuh uh. There is no way I am letting you cover up that perfect body. I may never let you get dressed again."

Freddie dropped the covers and jumped on the bed to lie on his side, "As you wish."

Sam also jumped into the bed but with quite a bit more jiggling. Freddie reached over and jiggled them some more.

"Having fun, Benson?"

"They are impressive. And I am not even a boob guy."

"Are Carly's spectacularly perky? I know I have-"

"Ah, Carly! What should we do about her?"

"She said she'd call when she was ready. We'll stop if the phone rings. Let's just think of this as a good way to kill time. Now shut up and tell me about Carly's chest. I know she's a 32b from shopping with her. How big are her areolas?"

"You really want to talk about Carly's breasts now? We are naked in my bed together!"

"It gets me excited. I have always been curious about her nipples."

Freddie made a circle with his thumb and forefinger a little bigger than a quarter, "I guess they are about this big around."

"And pointy I bet."

"They were when they were hard, and I was playing with them. I already told you how sensitive they were."

"My God! That's so hot! I hate mine. My nipples hardly respond at all, I think my areolas are too big."

He reached over again and fondled her some more, "They look unbelievable to me."

She sighed and leaned into his touch while closing her eyes, "You're sweet."

"Maybe you just haven't stimulated them the right way."

"What do you- oh. Oh!" Freddie's wet warm mouth had closed around her right nipple, his hand continued to caress her gently.

"Damn, that feels good!"

"See? It hardened."

"Shut up and keep doing it."

"Yes, m'love."

Sam giggled as if on happy gas. Her giggle turned into a fight for air as his hand reached down and closed around her hardness.

"Oh My God! It feels- It feels-"

Freddie nuzzled her ear and spoke softly, "I know how it feels, pretty lady. You did the same for me. Now you shut up and enjoy it."

Sam moaned in response. Freddie looked down and watched his hand slide up and down her length. It was a little different angle than when he jerked off but the same principal. The only thing that struck him as odd about the situation was that she was a little smaller than him in both girth and length so it felt different in his hand than his did. He smirked to himself at the irony that that was the only thing that he found odd about stroking the penis of one of his best girl friends.

As his thumb slipped over the engorged, reddened head of Sam's hardness, it picked up a little of the clear fluid starting to form at the tip. She moaned loudly at the sensation of his thumb there and the lubrication it had gathered. When she had pleasured him, he had still been a mess from his encounter with Carly. He had said "sticky" at the time, but that wasn't right because it had worked wonderfully as a lubricant for her hand on him. He took his hand from her causing her to sigh in disappointment at the loss of his touch. He licked and then spit into his hand before returning to stroke her.

"Oh! Oh! That-Omygd!"

He smiled at her increased response and how she was now thrusting her hips into his hand. His smile faded as the saliva quickly dried and even turned a little tacky. He could see the frustration in her scrunched up expression. More saliva would just do the same so that wasn't the answer. He needed to make her feel as good as she had made him feel.

He shrugged to himself. What the hell? His hand stopped stroking then circled the base of her erection with his thumb and forefinger while his other fingers cupped her sack. She opened her eyes to see why the bed was shifting. Her eyes widened further when she realized his head was now moving down her body.

"Freddie! What are you- Gack!" All ability to speak was gone as soon as his mouth took her length in. She immediately ran her fingers into his hair, not to direct him, but to prove that this was actually happening. She had been so close before, it did not take long before she felt the pulsing of an oncoming orgasm start. Her fingers wrapped tighter into his hair, and then she pulled him off just as the eruption came.

"Ow! Sam! What the hell?!"

"Couldn't …couldn't speak…didn't want to in your mouth," she panted.

"Well, I'd rather you did do it in my mouth. I think I've got a bald spot now!" he semi-yelled as he felt the back of his head.

She pulled him to her, kissing him deeply. She followed up with a flurry of kisses all over his face.

"Thank you." Kiss, "Thank you." Kiss, "Thank you. That was the most amazing thing I've ever felt. The most amazing thing anyone has ever done for me."

"You're welcome. It was fun. Maybe I'll let you try it on me sometime."

"Maybe?"

"You don't want to?"

"You have no idea the things I've thought about doing with you, Fredward Benson. That included."

Freddie laughed. Sam started to as well but then her eyes widened. She became very quiet.

"What's wrong?"

"Do you know what you just did?"

"Uhm, yeah, I am the one who did it."

"What it means to me? That you were that intimate with me? More than the pleasure. It's like you accept what I am and aren't weirded out by it all."

"You're Sam. Nothing else to accept."

She hugged him tightly, "Thank you."

Sam's phone chirped signaling an incoming text.

Freddie chuckled, "Carly's got nice timing."

Sam started to get up, "Let's get cleaned up and go. I can't wait to see her!"

"Will we tell her about this?"

"Eventually. Let's just see what happens." Sam checked her phone, "She wants to talk to me alone first."

Freddie rolled off the bed, "That's fine. In fact, I believe that was what I told you to do in the first place."

Sam laughed and threw a somewhat gooey pillow at him. "Shut up."

* * *

**5b Half an hour later, Carly's apartment**

The blue top Carly had picked out to replace the torn one was Sam's favorite. She flipped her hair out of the back of it and primped a bit in front of the mirror. She scowled at her swollen lips as she hadn't been able to do anything about them. From looking at them Sam would know she had kissed Freddie, a lot. Carly wasn't planning on keeping it a secret, but there was probably a way to ease into the subject rather than letting Sam see it all over Carly's lips. Despite Sam's declarations, Carly was worried Sam would be upset when she found out. She should have waited a little longer before texting Sam to come over to maybe try an ice pack, but it was too late now.

Carly heard the front door open and close. Sam was here. Carly exhaled and left the downstairs bathroom.

As she entered the main room, Sam turned towards her. Carly tried to purse her lips in such way that they might not look so big then realized it might give her an odd expression that could send Sam the wrong message. She gave up and just smiled at her best friend.

"Hey, Sam," said with an uncomfortable wave.

"Hey, Carls," returned with an uncomfortable wave.

"So…uh," nervous nodding.

"Mhmm, yeah," more nervous nodding.

Carly made a quick gesture at the couch, "Wanna sit down?"

"Sure."

They sat facing each other but not looking at each other. Carly played with her heel while Sam focused on a bowl of fruit on the kitchen bar. Carly blew air through her closed lips which broke the silence and caused Sam to look down to Carly's mouth.

Sam licked her own lips as she stared at Carly's, 'Oh God, they are so sexy! Freddie really did a job on them!'

Carly felt Sam's eyes on her and stole a quick look, 'She's looking at my lips! She knows!'

"I'm sorry, Sam."

"Hunh? What for?" Sam kept staring at Carly's succulent looking lips, barley listening.

"I kissed Freddie."

Sam snorted, "Yeah, finally."

Carly looked up at this, "You're not upset?"

Sam finally looked Carly in the eyes, "Is that why you are acting all wigged now?"

"Well yeah. I know my lips are really swollen. I knew you'd guess how they got that way."

"Oh! I thought what I asked Freddie to talk to you about was the problem."

"Oh that. No. I mean that'll take some getting used to, but I am more concerned about hurting your feelings."

Sam felt some guilt start to burn in her gut, "Carly, please don't be worried about that."

"I know you like him Sam, and here I am jumping all over him. I am so sorry."

The pleading in Carly's voice made Sam's guilt deepen, "Carly, stop! I kissed him too alright! Just a little while ago!"

"Really?!"

"Yes, I did. But don't be mad at Freddie. I started it."

"Er, wow. Really?!"

"Yes. Are you mad at me now?"

"Er, wow. I don't know. I don't think so. I'm more relieved I guess. He kissed back?"

"Yes."

Carly finally laughed, "That little slut."

"So are we cool, Carls?"

"Of course we are. But I am still upset that you think I could ever hate you."

Sam shrugged, "How can you tell how someone is going to react to that sort of revelation. For most of my life my biggest fear was people finding out. But when I found out that Freddie knew, I realized my new biggest fear was losing my best friends. He was incredibly understanding and sweet. Then I started thinking that maybe you would be OK with it. But you and I have shared more over the years than he and I have. I thought you might feel more …betrayed I guess?

"Well I don't. It's how you were born and how you were raised. I can't hold that against you."

"Both you guys are too awesome!" A tear escaped Sam's eye and she wiped at it.

"Come here," Carly opened her arms to her best friend, and they embraced tightly. When they eventually pulled away from each other, all tears were gone.

Sam gave the brunette a wry grin, "So you said you jumped all over him?"

Carly giggled, "Yeah, it was nice."

"Nice? Freddie came in his room and had to change his boxers."

"You knew coming over here that we had -?!"

"His lips were almost as juicy looking as yours are. It's why I had to kiss him."

Carly cocked an eyebrow, "You had to?"

"Well that, and I figured that his lips probably tasted like both of you. How could I pass that flavor combination up?"

"Sam!"

"OK. OK. I'm sorry. I don't want to start making you feel uncomfortable around me."

"You're not. It's just… different hearing you say stuff like that… about me… and him."

"I'll still try to tone it down a little."

Carly giggled, "Then stop staring at my lips like that."

"OK."

"You're still staring."

"Stop that."

"Stop what?"

"Stop licking them that way!"

"What way?"

"The way- Oh! My! God! You're totally doing it on purpose!"

"Doing what?" asked Carly with false innocence.

"Teasing me!"

"Am I?"

"Stop licking them!"

"Make me."

Sam finally tore her attention away from Carly's lips to look her in the eyes. The brunette was smirking back at her in challenge.

Sam licked at her own lips which suddenly seemed a little too dry, "Just how would you suggest I stop you from licking your own lips, Miss Shay?"

"You could…give my tongue something else to do," Carly suggested in an overtly seductive manner.

"Don't you think it's a little too soon after finding out about – Mmmpf!" Once again Carly had pounced on one of her best friends and lips had cushioned the collision. Carly's mouth immediately opened and started to explore Sam's with the same passion she had used with Freddie less than an hour ago. Both were amazed at the softness of the others' lips and bodies. Carly slid her hand into Sam's luxuriously, thick hair and pressed the blonde further into her. A growl formed in Sam's throat. She pushed off the couch carrying Carly along so that Carly ended up on her back. Carly's long legs wrapped around Sam's waist and she used them to pull Sam into her even harder. Sam captured Carly's tongue between her lips and started sucking it. The mewing sounds coming from Carly in response were driving Sam crazy with lust. She began suck harder. Sam's left hand snaked up inside Carly's shirt and pushed the bra up out of the way to get at one of the sensitive nipples Freddie had told her about. The fantastic sounds Carly was making immediately doubled in volume.

'Score,' thought Sam. Then she remembered how much better Freddie's mouth had felt on her nipple than his hand. Sam managed to balance herself so that she could use the hand not playing with Carly's nipple to work on getting the blue shirt that used to be her favorite (damned thing was just in her way now) hiked up. Carly was oblivious as Sam's mouth explored hers and Sam's delicate fingers danced over her breast. When Carly's shirt and bra were hiked up as far as they could go, Sam shuddered with giddiness and anticipation, in just seconds, not only would she be able to see Carly's prefect perky breasts, she would be suckling one or both. As she prepared to move her mouth from Carly's, she realized how hard she was now pinching and rolling the erect nipple. The sexy sounds Carly had been making had encouraged Sam to keep increasing the pressure. Had someone been pinching Sam's that hard, she would be kicking their ass about now. Carly, it seemed, kind of liked a little pain.

Carly was completely lost in Sam's mouth and the exquisite pleasure and pain Sam was creating with her overly sensitive nipple. Carly had never caused herself pain when getting off privately. She never thought it would be her thing. But the way the sensations of Sam's touch kept building inside her, she wanted - she needed to feel more, be it pleasure or pain. Sam's other hand finally joined in the assault on her chest. It was also pinching quite hard and those silly mewing sounds she could not seem to stop making got even louder. The pressure of Sam's mouth on hers lessened and she was afraid Sam might be pulling away for a break or even stopping completely. Carly's mewing turned into a loud moan as Sam pinched down on both erect nipples very hard. But then the hand was gone from her right breast and Sam's mouth pulled fully away from hers. Carly wanted to scream in frustration as she had been so very close. The sudden wet, warm, sweet sensation on the abused nipple caused Carly to arch her back in ecstasy and her moan faded as her ability to make any sound left her. Sam's teeth lightly captured Carly's nipple and her tongue began flicking back and forth across it sending Carly over the edge. Carly began clawing at the Sam's back in a frenzy, not even aware that she was doing it.

While Sam would not have enjoyed what she was currently was doing to Carly's breasts were it done to her, she loved the feeling of the Carly scratching at her back. Sam had truly dreamed of driving Carly into this sort of sexual frenzy and now it was happening. And the very best part of this entire fantasy come true was that Carly had once again started it. However, a particularly hard rake of Carly's nails convinced her that she'd better get the brunette off soon or her back might end up needing real medical attention.

'Well now Carly will be very hurt if she finds out I used my hand on Freddie and not her. Can't have that. Can't have that at all.' And, very conveniently, Sam did happen to have a free hand which promptly slipped down the front of Carly's wonderfully stretchy pants. Sam deftly navigated under the waistband of the cotton panties and brushed past the sparse but slightly coarse hair below. Finding Carly's soaked entrance she gathered some of that wetness and brought it up to moisten Carly's folds carefully avoiding the center area. Carly had suddenly gone rigid and her flailing arms clamped hard on to Sam's shoulders. Sam slowly worked her fingers inwards with a circular motion while matching the tempo with her tongue on Carly's nipple. When one of Sam's fingers finally grazed Carly's clit, Carly screamed in ecstasy and her entire body started to tremble. Sam only managed two circular motions of full contact before Carly collapsed back into the couch gasping for air. Sam continued to stroke her with ever lessening pressure until she finally removed her hand from Carly's soaked pants.

After her breathing calmed a little, Carly opened her eyes to find Sam eagerly licking her fingers. Carly's giggle surprised both herself and Sam.

Sam managed to say between licks, "What's so funny, Ms. Shay?"

"You look like you just finished a bucket of chicken."

"There's a joke or ten in there somewhere, but you taste too good for me to care." Sam continued licking.

As peaceful and … glowy as she felt, watching Sam lick Carly's taste off her fingers like that was completely erotic. Carly marveled that the desire was returning so soon when she had felt so satisfied a few seconds before.

"Sam? Did you want me to do something for you?"

Sam smiled as she finished sucking the tip of her thumb. "I really appreciate the offer Carls, but I am afraid it's too soon for me."

Carly looked stricken, "I'm sorry! I didn't mean to rush you like that."

"Hunh? Oh... Oh! Oh Hell no! That is not what I meant," Sam laughed at the ridiculousness that Carly could ever move too fast for her. "I meant that while we were waiting for you to text us, Freddie and I had some fun. That boy is an Energizer Bunny, but it takes me a while to recharge."

"What happened?" asked Carly eagerly. Sam was shocked and elated that she had responded this way.

"Come here, lie back against me, and I will tell you a story."

Carly giggled as she pulled her bra and shirt back down and then did as Sam asked. Sam wrapped her arms around her and Carly's hands held them closer.

Sam gave a hug and started, "I told you how I couldn't resist kissing him."

"Mm hmm."

"And when I tasted your pineapple on his lips I couldn't get in his pants fast enough."

Carly laughed, "And he let you I bet, the little slut."

"Yes, but he's our little slut. Anyway, he was still pretty slippery from your encounter, nice job by the way -"

"Thank you."

"-and I am pretty sure I am the first person to touch him there that way besides himself so he responded quickly even though you'd already gotten him off once. It didn't take that long for him to get him off again. We'll have to work on that, but that he was able to so soon shows real potential."

Carly playfully smacked at Sam's hand, "You're so bad."

"You think so? Would you like for me to tell you what our little slut did for me?"

"You'd better."

"Well just like you asked if you could do something for me, he did too. Said he would do anything."

"I would too."

Sam paused her storytelling to nuzzle whisper in Carly's ear, "You have no idea what you're saying. Do you know how long I have thought about the both of you? The things I've done to you and him in my dreams and fantasies. Be careful what you offer me because at some point I will be too far gone to resist accepting."

Sam's passion soaked words and heated breath in her ear caused Carly to bite her lower lip and her eyes fluttered closed. She shivered and then snuggled further into Sam.

Sam continued, "Where was I? … Freddie offering himself to me. I managed to control myself and just asked that he return the favor. But then I came to my senses and asked him to get naked."

Sam smirked at the strange throaty noise from Carly.

"So we both undressed. And OMG Carly, we so need to kill his mother for making him wear shirts to the pool. You would not believe the abs on him!"

Carly tried to respond and ask for more details, but picturing Freddie and Sam naked had frozen her voice.

"Silly boy tried to crawl under the covers. Like I was going to let him hide that body."

"You were in bed together?" Carly felt jealousy flare up. Oddly to her, not of them together but that she had missed it.

"And I asked him about you and your perfect nipples."

The jealousy faded, "You were in bed with Freddie, naked, and you were asking about my boobs?"

"Funny, he seemed to think that was strange too. Go figure. Anyway I told him how I hated my nipples because they weren't responsive at all. So then our little slut has to prove me wrong by sucking on one."

"And it responded?"

"Oh yeah! But I didn't get to enjoy that very long before he started using his hand on my ..." Sam was startled at her inability to come up with a word here. She really had no experience talking about her specialness to other people out loud. Some words seemed too clinical, others seemed too crude.

Mercifully, Carly knew what she meant, "Was it good?"

"Not as good as his mouth."

Carly flipped over instantly to look Sam in the face. "He didn't!"

Sam nodded, "Surprised the Hell out of me. I didn't last long with that going on."

"That is so –"

"Hot?"

"Oh so very hot!"

"And then you texted me."

Carly nestled back down with her face in Sam's cushiony chest. She began to stroke the soft skin of Sam's arm. A sudden yawn hit her as she realized how sleepy she had become.

Sam relished the moment of holding Carly in the afterglow. She began to comb her fingers through the other girl's fine dark hair. Carly sighed in response and mumbled something into Sam's left breast.

"Sorry Carls, didn't hear that."

"I love you, Sam," and then she was asleep.

Sam wept.


	6. Chapter 6

**Thanks for the reviews, especially the ones longer than one line.**

**This chapter is pretty much just explicit and extreme sex. No like? No read. U have been warned.**

**6a Later that night, The Studio**

"And Five… Four… Three… Two…"

"Hey!" the girls waved together into the camera.

Freddie panned to the left, "I'm Carly."

Then to the right, "And I'm Sam"

And then zoomed out to get both girls, "And this is iCarly!"

Sam leaned forward, "The only web show that four out of five dentists recommend for their patients that watch web shows."

Carly stepped up, "First up tonight is a skit called 'Throwing Spaghetti Art Class'."

Sam grabbed Carly and pulled her back, "Actually I'd like to bump that bit and first do a new segment I like to call 'Guess What's On Sam's Back'."

As Sam hit the 'cheer' button on her remote, Freddie looked up from the camera viewer at Carly in confusion. Carly looked back at him shrugging and shaking her head. It was not uncommon for Sam to improvise and go off script, but she'd rarely done it at rehearsals. There was no audience and therefore no point. Freddie had found them curled up with each other on the couch just a few minutes earlier. Though it had been an extremely sweet scene, he knew how anal Carly could be about keeping schedules, so he had woken them to get started. Sam wasn't real good at waking up. Maybe she was still a little loopy and thought they were live? Freddie turned to look at Sam and instantly knew to hit the stop button on the camera. He had had a crash course in reading Sam recently. The mischief and other emotions he saw in her face let him know that whatever happened next did not need to be recorded. He was very curious though, so he held the camera as if he had not noticed anything. Sam's wink at him caused both nervousness and excitement.

Sam gestured to Freddie, "OK, Fredward, you first. Guess What's On Sam's Back!"

"A really ugly shirt."

Sam hit the 'boo' button, "I'm sorry, but that is incorrect. And remind me to beat some fashion sense into you later."

"I'll make a note of it."

"Good boy. OK Carls. Your turn, Guess What's On Sam's Back!"

"Sam, what-?"

"I'm sorry answers cannot be phrased in the form of a question. Please try again."

"An invisible monkey?"

"Well that was also in the form of a question, but I will accept it. However, it is also incorrect." Sam hit the 'aw' button.

"Back to Fredward. Would you like a hint?"

"Sure."

"They belong to Carly."

"Uh … I have absolutely no clue." Sam hit the 'aw' button.

"And now, Carly again." Carly looked at her like she had lost her mind.

"Something of mine that is on your back? Well, you wouldn't fit into one of my bras, so I guess I give up too." And Sam hit the 'aw' button once again and then pitched the remote to the nearest bean bag.

"And the answer is…" Sam turned around and pulled up her shirt to expose the crisscross of red scratches all over her back.

Carly's eyes popped wide open as did her mouth. As he lowered the camera, Freddie's face was scrunched in confusion, but a slow hungry smile began to form as he realized what must have happened before the two girls had fallen asleep on the couch. He was instantly hard.

Carly started to stammer, "Th…Those aren't- I...I didn't-"

Sam purred, "Oh but you did, my little kitty cat. You may not have realized what you were doing being distracted the way you were, but these are all you."

"And how was she distracted?" Freddie was very proud of himself for sounding so casual.

"I think the distraction may have been that my teeth were gently biting her nipple, but I could be mistaken."

"Well, yes, I can see how that would be distracting," Freddie nodded in agreement. Sam turned, lowering her shirt. She smirked at Freddie, obviously impressed at how cool he was acting. She could clearly see the bulge in his pants which told her that it was very much an act.

Carly had been utterly frozen in shock up to the point where Sam lowered her shirt. Her eyes had been studying the numerous angry red marks, some even looked like there may have been blood drawn. She really did not remember doing that to Sam. Carly the guilt began to grow in her gut at the pain she must have caused her best friend … and lover.

"I'm so sorry, Sam," she said quietly, looking down at the floor.

Sam laughed, "I'm not."

Carly looked up to Sam smiling at her sweetly. That is, her mouth was smiling sweetly. Her eyes were something else. Carly shivered. Sam took her hand.

"You've marked me, Carly Shay. And that means I am yours," After such a cheesy line, Sam felt the need to shut everyone up. She jerked on Carly's arm causing her to stumble into Sam's embrace, one hand grabbing that perfect behind, and the other grabbing a handful of her dark silky hair. Sam then kissed her hard on the mouth.

Freddie had dropped the rather expensive camera to the hard floor without a single thought for its welfare. All coolness was gone from his demeanor as he gawked at the two girls kissing passionately, hot indeed. He briefly thought that he should leave and let them be alone. Very briefly. Very, very briefly. But he knew what Sam wanted, or she would not have started it here, in front of him. It would be very selfish of him to deny her.

Carly tried to make herself ashamed about having her tongue in Sam's mouth and her hand on Sam's so soft breast while Freddie was standing not five feet away, but really she was too turned on to care. She then admitted to herself one of the very reasons that she was so turned on was that Freddie was there, watching them. As the front of Sam's leg gently intruded between her thighs she found herself unable to think further. She didn't even notice Sam's hand leaving her hair.

Freddie had started blatantly rubbing the bulge in his jeans. He couldn't help but. The scene before him was just too beautiful and sexy. Was Carly mewing? It was the most erotic sound he'd ever heard, and he hated cats. He hadn't thought it possible, but he became even harder. His view of their hungry lips and tongues was suddenly blocked, and it took a minute for him to refocus. It was Sam's hand. Attached to the hand was a finger pointing at him. The finger then crooked and relaxed, crooked and relaxed. It was beckoning for him to walk those few steps forward and join the embrace. While it seemed a crime to interrupt such perfection, Sam's finger could not be denied. He took one step and captured the insidious digit in his mouth. Swirling his tongue around it and sucking lightly. Sam moaned into Carly's mouth and both girls turned their heads cheek to cheek to watch Freddie suck Sam's finger.

Carly had been disappointed when Sam began to turn away and was surprised to find Freddie quite a bit closer than she remembered. She then saw what Freddie was doing to Sam's finger. Was that how he had taken Sam into his mouth earlier that day? Was this perhaps a little what it would look like to watch Freddie suck Sam off? Did she even want to see that? Carly was quite surprised that the answer. Oh Hell yes, she so wanted to see that!

Sam managed to catch her breath, "I'm going to go fishing."

Carly looked at her in confusion, and Freddie didn't seem to hear. Sam hooked her finger behind Freddie's lower teeth and pulled him to them.

"Look I caught us a boy toy, Carly. Whatever shall we do with him? He looks to be a very nice size. Seems a shame to throw him back."

Freddie had stopped sucking and stood with his hands on his hips as casually as he could, smiling at Sam, or at least trying to, the finger still in his mouth made smiling difficult.

Carly's voice almost made him jump, "Oh no. He's too cute to throw back. But I can't really comment on his size … yet."

Both Freddie and Sam turned to look at Carly in amusement and a little bit of surprise. But they realized that she wasn't as innocent as she often acted. Carly had been the one to make the first move on each of them after all.

Freddie reached up to take Sam's finger out of his mouth, "Guys, I really, really don't want to be the voice of reason…"

Freddie's voice trailed off as Sam began to suck and lick the finger that had just been in his mouth while looking at him seductively. Hands dropping to his sides, he gulped hard.

She smiled, "You were saying?"

"I uh… I was saying we should thin- Wha-?!" Something warm and wet had enveloped his finger. He looked down to see Carly on her knees looking up at him while slowly bobbing her mouth on his lucky pointer. Freddie couldn't remember having said anything now.

Carly ran the tip of her tongue up and down his moist digit. His eyes fluttered. When he was able to focus again, he saw that Sam had joined Carly on her knees both looking up at him while they started licking together. When they started kissing each other again around his finger, he felt his legs weaken and decided he better join the kneeling. As Carly and Sam continued to kiss, Freddie took his finger back and watched the action from his new up close vantage. He felt a hand in his hair, Sam's he thought, and it started to pull him inwards. He wrapped his arms around them both and leaned in to join the kiss.

Again Carly began making that mewing sound she thought was so silly as she felt hot breath on her cheek and then a second tongue seek entrance to the side of her mouth. She adjusted her position a bit towards Sam and felt the blonde do the same. It was impossible the three of them to kiss each other as deeply as they needed to all at the same time, so it evolved into an unspoken round robin arrangement, Carly would kiss Freddie for a few seconds, Freddie would then kiss Sam, Sam would kiss Carly, and then back to Carly and Freddie. The odd person out just smiled dreamily as they watched the other two. About the fifth time around, when it was Carly's turn to watch, she pulled back to see that Sam's over-shirt and tee shirt had gone missing. Sam was making out with Freddie in her only her lacy yellow bra. Carly had seen Sam at the pool just last week, but things we completely different now. Instead of being jealous of Sam's chest, Carly was eager to free the massive globes of soft flesh as she had never seen them bare. Carly had always found front closing bras to be uncomfortable and never got Sam's preference for them. Now however, she was extremely grateful. She rubbed her hands on her pants quickly to warm them and then with a quick motion snapped the closure open. Sam flinched, but moaned loudly as Carly began suckling her.

Freddie pulled back, very much looking forward to watching the girls kiss more. What he saw, however, was Sam shrugging her bra the rest of the way off and Carly's mouth firmly attached to Sam's breast. As Sam's head lolled back in pleasure, she grasped Carly by the neck and held her there gently.

"God, that is so hot!" Freddie blurted.

Sam sighed in disappointment as Carly removed her mouth to speak, "Naughty Freddie. When did you get to be so lazy?"

Freddie's expression of wonder turned to confusion, "Hunh?"

Carly pointed at Sam's' chest, "She happens to have one for each of us."

Freddie grinned and started to lean forward with Carly.

"Not here," Sam brought her head up and reluctantly stopped them. "The floor is too hard, my knees are killing me."

"My bedroom?" suggested Carly in an entirely too innocent tone.

Freddie's gut started churning nervously, "If we go in there will we be able to stop?"

"Why would we want to?" asked Sam calmly.

"Carly? 'Lil help?"

Carly looked back and forth a few times between the half-naked blonde and the nervous but gorgeous guy kneeling in front of her before smiling, "Sorry, Freddie, I can't help you. I've always believed that sex should be shared with only people you are in love with. I love you both. And I am ready for this to happen. I need this to happen. To just be with one of you would be incomplete."

"I'm a virgin," said Freddie softly.

Sam's old habits started to flare up, but she bit back a sarcastic comment and instead decided to say, "Obviously, so am I."

Carly shrugged, "Me too. So we will all be each other's first. Isn't that the way it should be?"

Sam moved to sit with her legs crossed, not bothering to cover herself, "So if we are all virgins then we don't have to worry with STDs. But we do have to worry about ending up with little Freddies or Carlys running around a few months from now."

Freddie turned white at the thought of babies but asked, "What about little Sams?"

"I'm sterile, part of my condition," Sam shrugged indicating she wanted no sympathy. "Don't suppose we have any condoms in the house?"

Carly cleared her throat and raised her hand sheepishly, "I'm on birth control."

"What! Since when?!" Sam exclaimed.

"Since I was twelve."

"What!? Why?!"

"When I got my period, the first few were so bad that Dr. Gomez decided to put me on hormonal birth control to smooth them out. It worked so I stayed on it."

Sam looked at her more in astonishment than anger, "Why didn't you tell me?"

"I was twelve. I didn't want anyone to know. Carly Shay, twelve-year-old-on-the-pill-must-be-a-super-slut. It was embarrassing, and then it just became part of my life and didn't seem that important."

Sam nodded, "OK, that figures. Not like I have any room to talk about long kept secrets." Then she beamed, "And now there's no reason not to get this show on the road."

Carly and Sam turned to look at Freddie expectantly.

From his kneeling position, he vaulted to his feet, "Race ya!"

The girls watched him go.

Carly giggled, "He's such a boy sometimes."

"Thank God for that. Ten bucks says he tries to talk us out of it when we get there." Sam helped Carly up, but did not release her hand.

They started to follow after him hand in hand, "No bet. Let's just jump him so he doesn't have the chance."

"Deal!"

* * *

**6b Seconds later, Carly's bedroom**

Freddie entered Carly's bedroom without a second thought. Just a couple days earlier, he'd been petrified of violating the threshold of that particular door. He came to an abrupt stop as his eyes fell on the perfectly made queen size bed in the middle of the room. The nervous feeling in his gut returned instantly. His friendship with the girls had been one of the few things that he could rely on to sustain him through particularly rough times at school or with his mother, who was getting even worse these days if that could be believed. If the three of them did this, all the way, would that friendship be stronger or just over? It really wasn't worth the risk was it?

"Freddie!" the girls cried in unison.

He spun in time to see the girls, both now topless, jump and tackle him backwards on to the bed. Sam immediately grabbed the back of his head and pulled his mouth to hers. Carly sided up and began working his ear with her diabolical tongue while trying to tear his shirt off. All thoughts of being the voice of reason again were completely gone from Freddie's mind. Carly's attempts to rip Freddie's shirt off were unsuccessful. Her lack of arm strength and the double knit material had worked against her. Freddie got the idea and pulled the shirt off quickly to get back to business.

"Freddie, you're so beautiful!" Carly exclaimed as she took in his bare, chiseled upper body for the first time.

Freddie had almost returned to kissing Sam, but turned to give Carly an odd look, "Er, thank you? Not sure I want to be called beautiful though."

"Told you he was," Sam smirked at Carly and then attacked Freddie's mouth again.

Mesmerized by Freddie's muscles and the way they were twitching and flexing while he was kissing Sam, Carly reached out and began stroking his smooth skin. This caused Freddie to tremble where she touched him. She would use her finger nails lightly on the way down from his chest to his beltless waistband and the palm of her hand on the way up. As she grazed his nipple with a finger nail, Freddie moaned into Sam's mouth and grabbed Carly's upper thigh. Carly was caught between smiling over his reaction and biting her lip with lust at how very close his hand was to her sex. She looked down as her hand once again approached his waistband. Her eyes widened as she realized there was a small dark space there that his hardness had pushed open. She couldn't see anything but licked her lips in anticipation of what was down there. She never seen one for real and very shortly there would be two for her to play with. She thought she'd be more frightened of the prospect of losing her virginity, but neither of her friends, correction, lovers would ever hurt her. Well, hurt her more than she wanted them to anyways. With that comforting thought, her hand continued past Freddie's waistband and into that dark passage. Her finger tips brushed the head of his hardness. Freddie arched his back in ecstasy.

'Oh, I like that!' thought Carly and thrilled at the power she had to make him react that way. 'But these damn jeans of his are too tight! So off they come!'

Freddie felt the hand leave his pants and was actually grateful. He was so turned on at the moment any more contact down there might have caused him to finish, and they were really just getting started. He was then very alarmed by the fact that his pants were being undone. He broke from Sam to look down. Topless Carly was looking him in the eyes lustfully while desperately try to get his pants off. So much for keeping the stimulation to a minimum, this exact scene had been the starting point of so many of his fantasies since he started pleasuring himself years ago. Freddie had not bothered to raise his hips yet to help Carly with her task. Sam's mouth nibbled at his ear, both girls had discovered that was a particular weak spot for him. Carly smiled up at Freddie and her perfect pink tongue slid seductively over her top lip.

He felt Sam's hot breath in his ear as she demanded, "Lift your hips, Fredward, now!"

Carly tugged as soon as Freddie complied. She had made sure to get a grip on his boxers as well. She would have him naked, and it would be immediately if not sooner. Oh, well, almost naked, his shoes came off with the jeans, but she'd missed the red-striped white socks, at least they weren't Socko specials. Carly stood at the foot of the bed holding the jeans and boxers her eyes were wide as she stared in wonder at Freddie's raging manhood. Having never seen one before, especially in that state, it looked huge. She felt a tickle of trepidation at the thought of trying to fit inside her, but that was overridden as Sam's hand wrapped around it, and once again Freddie arched in ecstasy, crying out. In her mind, Carly saw herself riding him and driving him wild like that and more. She dropped Freddie's clothes. Her hands began moving on their own to the buttons on her pants.

It had almost been too much before Sam took her hand away from Freddie. He was relieved and disappointed. Sam's hand once again combed through the hair on the back of his head taking a firm grip.

She pulled his head up with some force and whispered in his ear, "You do not want to miss this."

Freddie looked around and his breath caught as he watched Carly slowly unbutton her pants. Her breasts were as perfect as he remembered and from the state of her nipples, he knew she was as turned on as he was. The final button was undone. Carly looked up at them, smiling wickedly. Simultaneously, Freddie and Sam licked their lips. Carly shimmied the pants down. She now stood in only her white cotton panties. Simultaneously, Freddie and Sam let out the breath they had been holding.

As Carly reached to take her last stitch off, Freddie held up a hand, hoarsely he cried, "Wait!"

Carly giggled, "Oh Freddie, you really aren't going to try and stop it now are you?"

Freddie had to swallow a few times to get his mouth wet enough to speak, his voice still came out in a harsh whisper, "No, please, could you turn around? You have no idea how many times I have dreamed of seeing your bare bottom."

Carly pirouetted a full turn and half. Looking back over her shoulder, she shimmied the panties off. Freddie was practically catatonic and looked ready to drool.

Sam snapped her fingers twice to the side of Freddie's face, "I think you broke him, Carls."

"I don't think so. He still looks functional," Carly pointed at Freddie's crotch as she shook her behind for him one last time. She turned to face them again.

Carly stood before them in all her glory.

It was Sam's turn to gawk, "You are so beautiful, Carly."

Carly's eyes glittered, "And you are entirely overdressed, Sam."

Sam jumped up, "You are entirely correct!"

Not bothering with any sort of tease, Sam was out of the rest of her clothes in a blink. She sighed in relief as she was freed from the restraining undergarment, her hardness having become very painful because of it.

Carly studied the second erection she had ever seen. It looked like it would be a much more comfortable fit, but she would have them both no matter what.

Freddie finally was able to speak, "Why am I the only one in bed?"

The girls shrugged at each other and then jumped back on to the bed laughing, Carly to Freddie's right and Sam to his left. They started to attack him immediately, but he used his considerable arm strength to pull them back into a three way snuggle.

"Freddie, you aren't trying to stop again?" Carly whined.

"No, I am too far gone for that, but if we don't take a short break, I will be done, and our fun will end before it starts. Can we slow down just a bit? We have all night."

Sam giggled, "You still suck at lying, Freddie. Remember, I've seen how fast you recharge."

"OK then, how's this? I want to talk a bit about what's about to happen. Maybe it sounds lame, but I don't want anyone feeling any pressure to do something they don't want to or any hurt feelings because someone thinks they are being left out. First times are supposed to be awkward with just two, but with three of us, it could get real bad. I love you both. I don't want to lose or hurt either of you in anyway."

Sam giggled, "Actually I think Carly likes a little pain."

"Hey!" Carly started to protest, but then shrugged it off since it was true.

Sam laughed, "OK, Fredward, you win, a little pillow talk first."

No one seemed to want to speak first though. Both girls were tracing the muscle features of his chest and stomach with lazy fingers. Freddie closed his eyes and reveled.

'It's good to be the King.'

Sam interrupted the silence by blowing at her bangs, "I have this fantasy of how we would all do it at the same time. It's my favorite fantasy actually."

Carly perked up, "And?"

"Well, I didn't know Carly was on BC so maybe we can change it up a bit."

"Can't say until you tell us."

Sam took a deep breath, "I was thinking I would make love to Carly, and at the same time, Freddie would take me."

Carly raised up slightly, confused, "But you don't have a … Oh. Oh! Sam wouldn't that hurt? He's so big!"

"I'm not that big."

Sam slapped him lightly on the chest, "Yes you are. Now shut up. It'll be OK, Carly. Like I said, it's my favorite fantasy. I practice regularly, might even say excessively. The reason I picked me making love to Carly was like I said before, no chance of little Sams, but now since there are no chances of little anyones, I'm open to anything. Especially since I think it is only fair that Freddie be with Carly first. He deserves it for waiting so long."

Freddie shook his head, "So what? You just get to watch?"

"I can think of worse ways to spend my time," Sam laughed. "Actually watching you too together is one of my other favorite fantasies. I'll be fine."

Freddie was still shaking his head, "I like your first idea better. I'm sure we'll get around to every combination we can think of. It doesn't really matter to me which is first. And to be fair, you two have known each other longer."

Sam looked up into Freddie's face while reaching down to grab his manhood and give it a light squeeze, "Why Fredward Benson! Do you really want to stick this monster in my ass?"

Freddie's neck arched and pushed his head hard back into the pillow groaning loudly. Carly watched in fascination as Sam stroked him. Carly uncertainly moved her hand towards Sam's. Sam smiled and nodded encouragement. Carly wrapped her hand around Freddie's hardness just above Sam's. A jolt of pure lust ran through her body as she touched one for the first time in her life. He was so big her fingers couldn't reach her thumb. Freddie was now clawing at the comforter and hissing madly. She looked over at Sam and wondered… Releasing Freddie, she hopped up and knee walked over him stopping when she was between him and Sam. Carly forcefully took Sam's hand off of him and pushed her back. Sam looked at her in some confusion until Carly reached out with her hands and grasped them both. Carly smiled as her two lovers found each other's hands grasping tightly while the outer arms began flailing and clawing the covers madly. She was able to get her hand completely around Sam's. Sam appeared to be almost as long as Freddie but thinner. Experimentally, she let her thumb roll over their tips. They responded loudly. The feeling of power had her dripping.

Freddie could feel the orgasm building quickly. Carly was jerking him off! Carly! The mere thought was too hot to contemplate. The fact that it was actually happening? Complete and beautiful insanity. He had to stop her before it was too late. While Sam was right, he seemed to recover quickly, especially when these girls of his were involved, it was going to be a long wondrous night. It was much too soon for the first. Summoning pretty much all of his willpower, he sat up, grabbed Carly by the back of her head and kissed her as hard as he could. She shrieked in surprise as he picked her up bodily and threw her down where he had lain. Grasping her right ankle he picked her leg up and threw it over his head so that he was now kneeling between her open thighs.

Sam's eyes sparkled with excitement, "Are you going to do it now?! You guys look so hot! Please take her Freddie!"

Carly looked up at him hungrily, "Take me! I need you inside me!" And she reached for his huge, dripping erection.

He stopped her, "Not yet." He fell forward taking a quick swipe of his tongue across her nipple. She mewed.

He looked up, "I already got to use my mouth on Sam. Your turn."

Carly was a little confused until he began kissing his way down her tummy. She giggled as his tongue dipped into her bellybutton. Her mewing grew louder as he approached her patch. His tongue slid around the very edge of it until his face came to a stop at the hollow of her inner thigh. The mewing was suddenly muffled, and he looked up to see Sam devouring her mouth and attacking Carly's sensitive nipples with her hands. He started licking and kissing slowly working inward. Carly grabbed his hair and was trying to pull him to her center, but he was out to show that she was not the only one who could drive people crazy with lust. She released him as his tongue crossed into her patch and grazed her outer folds. It was her turn to claw blankets. He smiled in triumph. It was his first time doing this, but he did read a lot. She was dripping, and it was actually quite tasty as he lapped it up. He pushed his left arm under her thighs, wrapping it all the way over and used his fingers spread her open. He kissed her clit gently. She screamed into Sam's mouth. He deepened the kiss and began to use his swirling tongue. Her hips bucked and surprised him. He grasped her harder with his arm trying to hold her steady and keep his mouth on her swollen clit. His right hand began prodding at her entrance, but he did not push them in far. She was a virgin after all. He didn't remember reading if it was a good technique or not but he thought it might be interesting to try sucking it. Carly bucked powerfully twice in quick succession. She was suddenly rigid but trembling and screaming for all she had into Sam's mouth. Freddie grinned with pride and began to move away. It was then that he realized his middle finger was now in Carly's unbelievably tight ass, almost to the second knuckle. It must have happened when she'd bucked her hips that last time. He slowly pulled it out, afraid to hurt her, terrified at how much he had already hurt her. She collapsed gasping for air as soon as it was free.

"I- I- I'm so sorry Carly!"

Sam looked at him like he'd lost his mind, "Dude, what are you apologizing for?! She looks like it was the best time of her life!"

Freddie looked at Carly fearfully, "When she bucked her hips at the end, my finger went up her butt! I swear I didn't mean to!"

Sam started to look concerned too. She looked down at Carly who was still panting too hard to talk.

Brushing Carly's bangs back, Sam kissed her forehead, "You OK, Carls?"

"Co- Come here, Freddie," Carly managed to gasp.

Freddie moved hesitantly to her, guilt eating at him.

She wrapped her arms around him and began kissing him lightly but feverishly, "That was amazing! I've never felt anything like that!"

"But I hurt you! Didn't I?"

"Not really. OK maybe a little. When you finger went inside me, that's what put me over. Don't be sorry! It was fantastic!"

"If you say so."

"I do," Carly kissed him deeply this time, and now noticed how wet his lips and face were. Realizing it was her own juices, she had to admit, she tasted pretty damn good.

Freddie pulled back from Carly's kiss smiling, relieved beyond words that he hadn't hurt her like he thought he had. Sam pushed her face between them and started licking his chin and around his mouth.

It felt kinda odd so Freddie pulled back, "What are you doing?"

"I already know Carly is finger-licking good. I just wanted to see if she was Freddie-licking good."

"Hunh?" Carly and Sam laughed at Freddie's confused expression.

Freddie shrugged it off, "Carly can you move over a bit?"

Carly wiggled over thinking Freddie wanted to lie back down between her and Sam. She was incorrect. Freddie grabbed Sam, who had been propped up on one arm, and threw her to the spot Carly had just vacated. Mimicking his previous actions with Carly he threw Sam's leg over his head. However, instead of teasing her a bit like he did Carly, he went straight for Sam's erection, slurping it in loudly.

Sam wasn't one to be manhandled, but Freddie's mouth had engulfed her before she could say a word. She grabbed his head with both hands slowing his pace while gasping for air and speaking in tongues.

Carly quickly got up from her prone position and moved to get a better view of the action. Freddie had one hand wrapped around Sam at the base and was slowly moving his mouth up and down. Sam was matching his tempo by gently thrusting into his mouth. Carly hadn't realized how close she had gotten until Freddie popped it loudly out of his mouth and angled it toward her. It was two inches away from her mouth. Freddie cocked a challenging eyebrow. Carly looked up to Sam's face which she found was looking back to see what had stopped her pleasure. Not breaking eye contact with Sam, Carly kissed the tip of the dripping head. Sam's eyes fluttered. Her hands were once again clawing the covers. Carly applied a little suction and took the head into her mouth. Sam cried out.

Freddie was very glad Carly had joined in and distracted Sam enough to get her hands away from his hair. He really didn't want to end up bald from Sam ripping his hair out by the roots when she came. He was sorry he couldn't watch Carly pleasure Sam orally from his current position but he wasn't about to leave either. Leaning in he began to lick and gently suck Sam's smallish sack.

"Freddie?!" Sam gasped.

"Yeah?" was the muffled reply.

"Do what you did for Carly! Please!"

'Aren't I already?' he thought. '...Oh, that.'

He put his middle finger in his mouth to get it nice and wet. Slowly he used the saliva covered finger to penetrate her to the second knuckle.

"Deeper!"

He pushed it as far as it would go. She moaned loudly.

"Another!"

"What?"

"Use two fingers!"

Carly was disappointed that Sam had broken eye contact as soon as Freddie had done whatever she had asked him to do. Carly wasn't that sure what they were talking about. She felt a little dumb at that, since apparently it had been done to her. She adjusted her position so she could keep her mouth bobbing on Sam, but see what Freddie was doing. It seems Freddie had done one better, and now had three fingers working in and out of Sam. Sam seemed to love it.

Sam was loving it. It was taking all her concentration and will power to not climax in Carly's mouth. She was able to pry her eyes open expecting to see Carly still looking at her. She was at first disappointed to find Carly looking the other way, but with a quick look to her right, she was treated to the spectacular view of Carly's rear. Sam reached out immediately wanting to play with those glistening folds.

Carly was still quivering from her recent orgasm. She jumped when she felt Sam's fingers on her. Carly was way too sensitive to enjoy any touching in that area at the moment. She gently reached back and moved Sam's hand to her left butt cheek. Sam gave a squeeze in understanding, but then her fingers started walking. Carly moaned loudly as Sam pushed a finger into her ass. Carly's moan sent vibrations throughout Sam's hardness. The more Sam moved her finger in and out the louder Carly moaned. The louder Carly moaned the better her mouth felt on Sam. Sam added a second finger. Carly screamed in pleasure and Sam began to pulse. Carly felt the throbbing of Sam's erection and knew what was coming. Instead of pulling way, she just adjusted so that it wouldn't hit the back of her throat and gag her. Carly sucked harder and faster until her mouth was filled. It wasn't nearly as thick or as salty and bitter as she had heard it would be. It was actually a bit sweet and kinda yummy.

Sam hadn't even thought to warn Carly. She'd just been lost in what Freddie and Carly were doing to her and what she had been doing to Carly. The orgasm actually took her by surprise, but it had been the best of her life...so far. Her fingers slipped from Carly as the brunette sat up. Freddie's fingers left Sam. Sam looked over to Carly who looked back with an expectant expression.

"I'm sorry, Carls. I should have warned you. I was just too caught up in everything."

Carly smiled and bent to kiss Sam. Sam met her eagerly, happy that it didn't seem like her girlfriend was angry. Carly had not swallowed. Sam was surprised by the sudden gush of fluid flooding her mouth, but didn't mind it. Actually, it was hot. Sam's rapidly deflating erection twitched and stirred given new life.

"I don't think I'll ever get tired of watching you two kiss like that," Freddie said as he walked back into the room from washing his hands.

Sam smirked, "We've never kissed like before."

Freddie looked confused.

Sam continued, "I finished in her mouth."

Freddie's eyes twinkled with lust.

"She decided to teach me a lesson and not swallow or spit before kissing me. I'm not ashamed to say I taste pretty good."

Freddie smiled, "Did you save me any?"

Carly shrugged demurely, "Maybe, come find out."

Freddie crawled back into bed meaning to get between his girls again, but Sam hopped up to go wash her hands. He and Carly spent the time awaiting her return kissing. Freddie was disappointed he couldn't taste any difference. He jumped somewhat when Sam's mouth closed around his semi-erect member but recovered quickly. He had to stop kissing Carly to get enough air. Carly quickly moved to help Sam. She seemed very eager to use her mouth on him as she had on Sam.

Carly was dying to suck Freddie. Oral sex was her new most favorite thing in the world. And while she loved it when Freddie had done it to her, she had absolutely loved doing it to Sam. Sam seemed a little reluctant to let Carly help. It seemed Sam had a new favorite hobby too. They turned it into a game of fighting tongues battling for territory on Freddie's erection. This in turn evolved into a contest on how much length each girl could take into her mouth. Sam's eating habits put her ahead here as she was able to get over three-quarters of Freddie's hugeness inside. However, Carly 'won' the game of orgasm roulette as Freddie cried out while Carly's mouth was on him, and once again her mouth was filled. The feeling of power returned as she struggled not to spill a drop. Carly was surprised at how much thicker his was than Sam's. It was also more salty and slightly bitter but still not unpleasant.

Sam watched as some of Freddie's seed escaped from the corner of Carly's mouth. She instantly pounced on Carly and shoved a greedy tongue between Carly's lips. They both moaned as they shared him.

"S-sorry," Freddie panted.

Carly turned from kissing Sam, licking her lips loudly, "Don't be. And really, if I am sucking you off and you finish anywhere but my mouth-"

"Or mine-" Sam added.

"I will be very upset with you."

"Me too." Sam added.

Carly turned to Sam and shook a finger, "That goes for you too, young lady."

"Yes, ma'am."

Carly turned back to Freddie and was shocked to see him stroking a still erect penis.

"I thought they were supposed to shrink after?"

"Shrink?"

"You know what I mean."

Freddie shrugged, a little confused himself, "It usually does when I take care of myself. I guess you girls are just too hot."

Sam snorted, "Told you. Energizer bunny."

Carly watched in fascination as Freddie stroked himself. Her own hand moved automatically to her swollen clitoris.

Freddie smirked, "I thought you didn't like guys playing with themselves?"

Carly licked her lips, "I ... I've never seen it happen before. It's beautiful!"

Not one to be left out, Sam started stroking her semi-hard member and was soon had a full erection on hand.

Carly looked longingly as Freddie's glistening hardness, "I'm ready. I need that monster inside of me."

"Oh, please, yes. No more delays. I so want to see that!" demanded Sam.

"Actually Sam. Like you and Freddie, I want us to all do it at the same time. I'm going to get on top of Freddie. You're going to take my butt."

Sam's erection twitched in her hand at the thought, but she asked, "Are you sure Carls? It can hurt if you don't relax enough and take your time."

Carly blushed and said demurely, "I ... I kinda hope it does a little."

Sam laughed, "Carly Shay, Mistress of Pain, who knew?"

Sam hopped up from the bed and headed to the bathroom.

Freddie called after her, "Where are you going?"

"She may not mind a little pain, but we'll still need something a little better than spit so I don't injure her. Suck Freddie some more Carly and get that gorgeous ass stuck up in the air for me."

Carly scrambled to comply. No one was ever going to have to ask her more than once to suck Freddie or Sam off. She settled into a slow steady pace, just trying to keep him nice and hard. On occasion, she would practice on taking more of him into her mouth so maybe she could get as good as Sam at it. The bed shifted and she heard a plastic screw cap being undone. A cool wetness began to drip onto her rear cheeks. Sam's warm hand spread the slipperiness over Carly's tush with particular care going to spread it between her cheeks. Carly moaned around Freddie's erection as Sam's first finger penetrated her ass. Sam worked the finger slowly in and out several times before adding a second. Carly began pushing back and forth against Sam's fingers driving them deeper. Sam added a third and Carly increased the speed at which she was driving into Sam's hand.

Sam spoke, her voice thick with lust, "You ready, Carls?"

Carly gasped from around Freddie's hardness, "God, Yes! I've never been so ready for anything in my life!"

"Freddie?"

"Yeah, but we stop if it hurts her too much."

"Of course!"

Carly knee walked up and then straddled Freddie, his erection nestled in her hot folds. She fell forward and kissed him. They groaned in unity as she rubbed her dripping sex up and down his length. She felt Sam's erection slide between her slippery cheeks. Balancing on one arm, Carly reached down and position Freddie at her entrance.

"Sam, get ready," Carly whispered.

Carly felt Sam's hardness prod her other entrance. She started to sit on Freddie's and felt the tip enter her. She cried out at the stretch.

Freddie grabbed Carly's waist, "Are you OK?!"

"Put it in Sam! Now!" Carly cried out.

As she felt Sam hesitantly enter her ass, Carly impaled herself on Freddie which also forced Sam into her completely. Waves of sensations washed over her body. She could only vaguely feel the tearing that signaled the end of her virginity. She screamed in ecstasy, and while she would have like to just stay motionless for a minute two to savor the feelings, she knew her lovers were worried about hurting her. She was incapable of speech right now, and actions were supposed to speak louder than words anyway, so Carly started moving her hips as soon as she was able. Her lovers weren't getting the message as they stayed motionless.

Freddie had been ready to cum the instant he felt Carly's heat on the tip of his hardness. When that heat enveloped him fully, he was sure it was over for him. But then he heard Carly's ear-splitting, primal scream. He had no idea what it meant. Her eyes were squeezed shut and a tear leaked out. He was horrified at the thought he had really hurt her and too scared to even breathe. Carly's attempt at movement at first seemed like she wanted to stop and crawl off, but then she sat back down on him.

Sam had thought Carly was ready for her penetration and had planned to go as slow as she could. Carly's sudden move that forced Sam completely inside Carly's tight ass had shocked and terrified her. It must have hurt. Carly had screamed so loudly! As Carly moved away from her, Sam was ready to pull out and apologize profusely. Then Carly pushed back and Sam was once again buried inside.

Carly gasped as she moved back and forth, "Come!" She pumped, "On!" She pumped, "Guys!"

Freddie was in exquisite agony, he so wanted to start driving into Carly's wet heat, but it just seemed too tight for it to not hurt her, he whispered harshly, "Are you sure you're okay Carly?"

Carly scraped her nails down his chest hard, leaving large red welts, "Give it to me, Freddie! I need it!"

Freddie thrust upwards immediately. Carly screamed again and then began to devour his mouth.

Carly then desperately grabbed at Sam's thigh behind her and pulled at it, trying to signal Sam to start doing something.

Sam got the message. She grabbed Carly's hips firmly and matched the tempo of the other two's motions. Now that she thought Carly was alright, she felt free to enjoy herself. Carly's ass was squeezing her so hard, Sam knew she would not last

Carly was really in no pain. Sam had prepared her rear entrance well. And while Freddie was huge as far as Carly was concerned, the initial tearing sensation had faded. Now she just felt full and loved. It was the most completely beautiful moment of her life.

Freddie pulled back from kissing Carly to see her face. She had propped herself up on her arms and pushed back into him and Sam with renewed vigor. Her eyes were closed and tears were flowing freely from them. It might have been alarming if her she weren't smiling so dreamily. Freddie reached up with both hands to cup Carly's tear streaked cheeks. She opened her eyes and focused on him. Her smile brightened. It made his breath catch. She was so absolutely gorgeous. Absently, he heard Sam groan loudly.

Sam's orgasm had been steadily building. Once it hit, she could not help pounding Carly even harder and trying to wring every last drop from herself.

Carly felt the warm spurts deep inside her ass. Her orgasm blossomed almost immediately afterwards. Her muscles all but locked up as Sam kept pumping herself dry. Carly screamed once again as spots danced in front of her eyes.

Freddie could feel the muscles of Carly's sex bear down and flex over his hardness. She had stopped moving completely. She was trembling and screaming. He thrust upwards desperately wanting to join her. Pulling her down by the back of the head, he came as he kissed her, continuing to thrust until he was spent.

Carly sighed in contentment as Sam pulled out and walked to the bathroom to clean up. She kissed Freddie with one of those sweet, innocent kisses she would never tire of. They continued until his softening erection, slipped out of her. She again sighed with contentment into his mouth. As she heard the water shut off in the bathroom, a niggling instinct told her she did not need to still be on top of Freddie when Sam returned to them. She rolled off. Freddie gave her a confused look at the sudden break in contact. She nodded to the door Sam would be coming through soon.

Freddie watched as Sam entered. She was smiling at the scene of him and Carly lying so close together. Her eyes weren't though.

"What's wrong, Sam?" Freddie asked with concern.

"Hunh? ... Nothing."

"Guess I am not the worst liar in the room anymore. I love you, Sam. Remember that. Remember what I said too, before all this started, I don't want your feelings hurt. Talk to me. Talk to us."

Sam closed her eyes and shook her head, " I ... I don't want to be all needy."

"Come here, Sam," said Carly.

Sam abashedly moved to Freddie's side opposite Carly. Freddie used his newly demonstrated ability to throw girls where he wanted them to place Sam lying half on him and half on Carly.

Freddie smirked, "If you don't start talking now, Puckett. I will spank your lovely behind red."

"I can still kick your ass."

"No, you can't. What is up with you?" Freddie nodded his head towards Carly, "Don't make us regret this."

Sam actually sniffed, "I wanted it to be more ... intimate. All I could see was the back of Carly's head. I mean it felt good, great even, but it wasn't what I thought it would be."

Everyone was suddenly on the verge of tears.

Freddie grabbed the side of her head gently, "Anything you want. Anything you need. Right now. Is yours."

He blushed furiously, "Even if you want to have me ... er ... like you had ... Carly ... uh ... I guess."

Sam burst out laughing at Freddie's discomfort at offering such. She slapped his chest playfully and kissed his chin, "One of these days, Fredward, I will take you up on that. Be warned. For now though, if you guys think we could manage to do that thing I first wanted to do, that would be fine."

Freddie looked at her doubtfully, "Fine?"

"Okay, fucking awesome then!"

Carly shrieked indignantly at the language, "Sam!"

Sam laughed genuinely, "And Carly has to talk dirty to me the whole time."

Freddie gave Sam a thumbs up, "Deal!"

Carly slapped Freddie's tight stomach playfully, "You can't say 'deal' for me!"

Freddie moved from grabbing the side of Sam's head to Carly's looking into her eyes, "Look at her and tell her you would deny her anything. Look at me and tell me you would deny me anything. We would do anything for you. And I do mean anything. So speak those deepest, darkest thoughts with total abandon as she enters you and I enter her. We are complete lovers."

Carly gulped, "When did you become such a … sex god?" She wasn't joking.

Freddie smirked and moved to whisper in Carly's ear, "Suck my cock, Carly. Suck your taste off of it. Get it nice and hard for Sam's tight ass."

He pulled back smiling, "Not so hard is it?"

Carly cocked an eyebrow, "It's about to be." She dived for his crotch.

"I'm going to need some help too I think." Sam gestured at her own soft member.

Freddie's eyes fluttered as Carly began to slurp him loudly but moaned out, "So come fuck my mouth."

Freddie was lying back with a couple pillows propping him up. Sam stood on the bed and walked over to straddle him. She shoved inside his mouth. He began sucking with the same pace as Carly was. He felt Sam start to respond and added to her stimulation by shoving his middle finger all the way up her ass. Her thrusting became more vigorous and savage. There was no real tempo to match so Freddie just held still and let her have his mouth like she wanted. She seemed determined to give him a bald spot as she grabbed a fistful of his hair to keep his head from bobbing back to far.

"Freddie's ready!" Carly called out.

Sam was to. As much as she would have liked to finish in Freddie's mouth, she needed to be inside Carly.

Sam bent to kiss Freddie and pressed her forehead to his, "As hard as I was just fucking your mouth just now, that's how I want you to take my ass after I adjust to that monster of yours."

Freddie licked his lips and started to move from the center of the bed, "Yes, ma'am."

Carly threw herself into the space Freddie had left and immediately spread her legs wantonly. She crooked her finger at Sam and pointed to her sopping entrance.

Sam jumped on top of her and slid in without preamble. She savored the wet hot tightness. The fact that Carly was still full of Freddie's seed made it all that much sexier.

Carly reached down to Sam's ass and pulled her inside deeper. They kissed deeply. Sam began to slowly make love to Carly.

Freddie grabbed the bottle of oil Sam had used to prepare Carly. He smeared it over his length and a couple fingers. With a wicked grin, he bent over and forced his tongue into Sam's butt. She squealed in delight. He then used his fingers to penetrate and stretch her.

Sam felt the fingers enter her, still in a bit of shock that he had poked his tongue in her however so briefly. Soon he would be inside her with that huge erection. Her ultimate dream was about to happen. It was glorious. His fingers left her and there was a shifting of the bed. Sam pulled away from kissing Carly and looked back to see Freddie in position. Freddie rubbed it between her ass cheeks and bent forward to kiss Sam as she looked at him over her shoulder. He was a growing boy and his new height served well here.

Freddie positioned himself at Sam's entrance and pushed gently in.

Sam stopped moving. She moaned loudly at the enormous but exhilarating stretch. Freddie stopped pushing after what only felt like an inch.

"Sam?" he asked worriedly.

She breathed heavily, "It's okay. Go all the way and stop for a few while I get used to it."

Freddie complied and relished the extreme tightness he was experiencing. As Sam flexed her muscles getting them to relax, he gasped at the sensation.

Sam was in heaven. Freddie was long enough and in just the right position so that he was pushing firmly against her p-spot. The pleasure that caused helped her adjust to his girth. She was ready.

"OK, Freddie, give it to me."

"Yeah, Freddie, fuck her tight ass," added Carly.

Carly smirked as Sam looked her in amusement. Freddie's face appeared over Sam's shoulder looking at Carly in disbelief.

Carly giggled, "Just keeping my part of the bargain."

Sam giggled, "You are just so –"

Whatever Sam was going to say was cut off as Freddie pulled almost all the way out before thrusting back all the way in. He went as slowly as he could force himself to, but Sam's hot, tightness made it very difficult. He really wanted to let loose.

"Oh that's good!" Sam gasped.

"Just his huge cock in your ass? Or does my wet p…pussy feel good too?" Carly tried to recall if she had ever used those words with those particular meanings before.

Sam kissed Carly, "You need more practice with the dirty talk."

Sam started to move inside Carly now that Freddie had taken up a nice rhythm. It took a couple false starts to get the right motion going so that neither she nor Freddie fell out. Sam was relieved that this particular arrangement was giving her the contact she needed from both of them.

When this round started, Carly seriously didn't think she would be getting off this time. Sam felt good inside her, but after two mind numbing orgasms, she didn't figure another would be happening. Curiously, as she felt the double bump of Sam thrusting into her, and then Freddie bottoming out in Sam which then pushed Sam further into Carly, that wonderful burning-glowing feeling began growing in her core. She began pulling Sam's hips and butt harder into her harder and faster. Freddie kept up with them and drove Sam into her even further.

"Fuck … me … fuck … me!" Carly was gasping between each thrust.

They each had had a couple orgasms by now so this time was taking longer than the others. When Carly's finally washed over her, they were all glistening with perspiration. Overcome with pleasure, Carly's nails dug into Sam's butt cheeks and spread them slightly. This allowed Freddie to go particularly deep and hit the p-spot just right. Sam came with a loud moan. Her butt muscles clenched tighter around Freddie. He also finished loudly. The three friends turned lovers collapsed into a pile of spent flesh. Freddie was now able to reach Carly over Sam's shoulder. He kissed her gently. The girls kissed, then, finally, Sam and Freddie.

Sam sniffed, "Thank you for doing that for me. I love you both so much."

"We love you too, Sam. Never doubt it."

Freddie rolled off to go clean up. The girls began kissing softly and cuddling. When he returned, Sam made to move, so he could be in the middle again. He instead slipped behind her and nuzzled her ear. Reaching over he placed his hand on Carly's hip and pulled her close, sandwiching Sam firmly. They were all asleep within seconds.

**The (well lubed) End.**


End file.
